Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 2 contracts
Sources: Indenture (Starwood Lodging Trust), Indenture (Starwood Lodging Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Maker of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Maker or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Maker or its property, whether voluntary or involuntary, all New Notes Obligations shall first be paid in full in cash, or such payment duly provided for to the satisfaction of the New Noteholders, before any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness kind or character is made on account of such Company being subordinated any Amended Notes Obligations under or with respect to this Amended Note, or for the payment acquisition of the Securities this Amended Note for cash or Coupons, which may be payable property or deliverable in respect of the Securities or Coupons in otherwise. Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Maker of any kind or character, whether in cash, property or securities, including to which the Holder would be entitled, except for the provisions hereof, shall be paid by the Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution which may be payable distribution, or deliverable by reason the Holder if received by it, to the Collateral Agent, for the benefit of the payment of any other indebtedness of such Company being subordinated each New Noteholder for application to the payment of the Securities or Coupons, before Senior Debt remaining unpaid until all such Senior Indebtedness is Debt has been paid in fullfull in cash after giving effect to any concurrent payment, and distribution or provision therefor to, on behalf of or for the New Noteholders.
(ii) To the extent that any payment of the Senior Debt (whether by or on behalf of the Maker, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such fact shallpayment is recovered by, at or prior paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(iii) In the time event that, notwithstanding the foregoing, any payment or distribution of assets of Company of any kind or character, whether in cash, property or securities, shall be received by the Holder when such payment or distributiondistribution is prohibited by this Section 8(c), have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to the trustee in bankruptcyCollateral Agent for the benefit of, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company each New Noteholder for application to the payment of the Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution to provision therefor to, on behalf of or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. New Noteholders.
(iv) The consolidation of the Trust or the Corporation, as the case may be, Maker with, or the merger of such Company the Maker with or into, another Person corporation or the liquidation or dissolution of such Company the Maker following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person upon corporation as long as permitted under the terms and conditions set forth in Article Eight of the Senior Debt, shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 8 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with assume the conditions set forth in Article EightMaker's obligations hereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P), Securities Purchase Agreement (Proxim Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up and liquidation of the Trust or the Corporation, as the case may beIssuer, whether voluntary or involuntary and whether involuntary, or not involving insolvency or in bankruptcy, insolvency, moratorium, receivership, suspension of payments, all principal, premium, if any, and interest, if any, due upon all Senior Indebtedness shall first be paid in full, or (c) any assignment provision shall be made for such payment, in cash or cash equivalents, before the benefit of a creditors Holders or any other marshalling of assets and liabilities the Trustee on behalf of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness Holders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment by the Issuer on account of payment of principal of (or premium, if any) , or interest interest, if any, on the Securities, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities for cash, for application property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Issuer on any of the Securities upon any liquidation of the Issuer, whether voluntary or involuntary, or in bankruptcy, insolvency, moratorium of payments, receivership, suspension of payments, any payment or distribution of assets or securities of the Issuer of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on behalf of the Holders would be entitled, except for the provisions of this Article Eleven, shall be made by the Issuer or by any administrator, receiver, liquidator, curator, sequestrator, trustee, other similar officer of the Issuer or other similar person making such payment or distribution which may be payable distribution, or deliverable by reason the Holders or the Trustee if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the payment respective amounts of Senior Indebtedness held by such holders) or their Representatives, to the extent necessary to pay all such Senior Indebtedness in full, in cash or cash equivalents after giving effect to any other indebtedness concurrent payment, distribution or provision therefor to or for the holders of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. Senior Indebtedness.
(b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Issuer of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, clause (a) above before all Senior Indebtedness is paid in full, in cash or cash equivalents, or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, shall have been made known to the Trustee orsuch Holder or Trustee, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to the trustee in bankruptcyto, any administrator, receiver, liquidating liquidator, curator, sequestrator, trustee, custodian, assignee, agent other similar officer of the Issuer or other Person person making payment or distribution of assets of such Company the Issuer for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, or payment thereof provided for, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(c) The consolidation of the Trust or the Corporation, as the case may be, Issuer with, or the merger of such Company the Issuer with or into, another Person corporation or the liquidation or dissolution of such Company the Issuer following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company liquidation for the purposes of this Section 11.2 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or transferother disposition, comply with the conditions set forth stated in Article Eight.
Appears in 2 contracts
Sources: Subordinated Debt Indenture (Stolt Offshore S A), Subordinated Debt Indenture (Stolt Offshore S A)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, debt restructuring or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) any premium or interest on the SecuritiesSecurities or on the account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (other than Previous Payments), and to that end the holders of Senior Indebtedness Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Debt may have been issued shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event, to the extent necessary to pay all Senior Debt in full in cash or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of other Senior Debt. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness Debt is paid in full, and if such fact shall, at full in cash or prior other payment satisfactory to the time holders of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then Senior Debt and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section if the Person -60- 68 formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Sources: Indenture (Read Rite Corp /De/)
Payment Over of Proceeds Upon Dissolution, Etc. In the ---------------------------------------------- event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust Company or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are Holder is entitled to receive any payment on account of principal of (or premium, if any) ), or interest on the Securitiesor any other amount payable under this Security, and to that end end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofof such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which that may be payable or deliverable in respect of the Securities or Coupons this Security in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 9.02, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of ---- assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of such Company Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment of all Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. For purposes of this Article 9 only, the words "cash, property or - securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which that in either case are subordinated in right of payment to all Senior Indebtedness which that may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are this Security is so subordinated as provided in this ArticleArticle 9. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company - into, another Person or the liquidation or dissolution of such the Company following the conveyance sale, lease, conveyance, transfer or transfer other disposition of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 4 shall not be deemed a dissolution, winding winding-up, - liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section 9.02 if the Person formed by such consolidation or into which such the ---- Company is merged or the Person which that acquires by conveyance sale, lease, conveyance, transfer or transfer other disposition such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, lease, conveyance, transfer or transferother disposition, comply with the conditions set forth in Article Eight.4. -
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. (a) In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization reorganization, moratorium of payments, emergency measure or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beIssuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beIssuer, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities Securityholders are entitled to receive any payment on account of principal of (or premium, if any) or interest Interest on the Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company the Issuer being subordinated to the payment of the Securities or CouponsSecurities, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation liquidation, moratorium of payments, emergency measure or other winding up or event. .
(b) In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon Securityholder shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company the Issuer being subordinated to the payment of the Securities or CouponsSecurities, before all Senior Indebtedness Debt is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderSecurityholder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company the Issuer for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Securityholder receives for purposes of this Section.
(c) For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Issuer as reorganized or readjusted, or securities of such Company the Issuer or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Issuer with, or the merger of such Company the Issuer into, another Person or the liquidation conveyance, transfer or dissolution of such Company following lease by the conveyance or transfer Issuer of its properties and assets substantially as an entirety to entirety, another Person upon the terms and conditions set forth in Article Eight Section 4.14, or the liquidation or dissolution of the Issuer following any such conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company the Issuer for the purposes of this Section if the Person formed by such consolidation or into which such Company the Issuer is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightSection 4.14.
Appears in 1 contract
Sources: Indenture (Bank Bradesco)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment Notes for cash or property or otherwise (except that Holders of any other indebtedness Notes may receive securities of such Company being the Guarantor that are unsecured and subordinated at least to the payment same extent as the Notes to Guarantor Senior Debt as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the Securities same class of claims as the Guarantor Senior Debt or Couponsany class of claims pari ---- passu with, which may be payable or deliverable in respect of senior to, the Securities Guarantor Senior Debt for any payment or Coupons in ----- distribution). Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, any Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities Notes or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee orunder this Indenture would be entitled, as except for the case may beprovisions hereof, such Holder, then and in such event such payment or distribution shall be paid over by such Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.
(b) To the extent any payment of such Guarantor Senior Debt (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, such Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Company Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by Section 12.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of such Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(d) The consolidation of the Trust or the Corporation, as the case may be, any Guarantor with, or the merger of such Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Company any Guarantor following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 11.06 hereof and as long as permitted under the terms of the Guarantor Senior Debt of such Guarantor shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other cor- poration shall, as a part of such consolidation, merger, conveyance or transfer, comply assume such Guarantor's obligations hereunder in accordance with the conditions set forth in Article EightSection 11.06 hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative relating to the Trust or the Corporation as the case may be, or to its creditors, as such, Issuer or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beIssuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and or liabilities of the Trust or the CorporationIssuer, as the case may be, then and in any such event then:
(i) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents or, as acceptable to the holders of all amounts due or to become due on or Senior Indebtedness, in respect any other manner, of all Senior Indebtedness (including, in the case of Designated Senior Indebtedness, any interest accruing subsequent to the filing of a petition for bankruptcy at the rate provided for in the documentation governing such Designated Senior Indebtedness, to the extent that such interest is an allowed claim under applicable law), or provision shall be made for such payment, before the Holders of the Securities Bonds are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason character (excluding securities of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company Issuer or any other corporation provided for by a plan of reorganization person that are equity securities or readjustment which are subordinated in right of payment to all Senior Indebtedness which that may at the time be outstanding outstanding, to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated Bonds as provided in this Article. The consolidation ; such securities are hereinafter collectively referred to as "Permitted Junior Securities") on account of principal of (including upon redemption), premium, if any, or interest on the Bonds or Additional Amounts; and
(ii) any payment or distribution of assets of the Trust Issuer of any kind or character, whether in cash, property or securities (excluding Permitted Junior Securities), by set-off or otherwise, to which the Holders or the CorporationTrustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, as whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the case may be, with, holders of Senior Indebtedness or their representative or representatives or to the merger trustee or trustees under any indenture under which any instruments evidencing any of such Company intoSenior Indebtedness may have been issued, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety ratably according to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.the
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company of any kind or character, whether in cash, property or securities (other than with the money, securities or proceeds held under any receivershipdefeasance trust established in accordance with this Indenture), liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) with any liquidation, dissolution or other winding winding-up or total or partial liquidation or reorganization of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether involuntary, or not involving insolvency or in bankruptcy, insolvency, receivership or (c) other similar proceedings, any assignment for the benefit of a creditors or any other marshalling of assets and liabilities for the benefit of the Trust or the Corporationcreditors, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of upon all Senior Indebtedness (including any interest accruing on or subsequent to, or which would have accrued but for the occurrence of, an event specified in Section 6.01(g), whether or not such interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash, before the Holders of or the Securities are Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the Company on account of principal Note Obligations, or any payment to acquire any of (the Notes for cash, property or premiumsecurities, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application any distribution with respect to the Notes of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Company on any Note Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with this Indenture) in connection with any such dissolution, winding-up, liquidate, reorganization, assignment, marshalling or proceeding, any payment or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article 14, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution which may be payable distribution, or deliverable by reason the Holders or the Trustee if received by them or it, directly to the representatives of such Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to any trustee or trustees under any other indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the representatives of such Senior Indebtedness except that Holders of the Notes may receive:
(i) Qualified Capital Stock issued by Parent Guarantor or any of its Restricted Subsidiaries to pay interest on the Notes or issued in exchange for the Notes;
(ii) securities substantially identical to the Notes issued by the Company in payment of any other indebtedness of such interest accrued thereon; or
(iii) securities issued by the Company being which are subordinated to Senior Indebtedness at least to the same extent as the Notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes.
(b) To the extent any payment of the Securities Senior Indebtedness (whether by or Coupons, which may be payable or deliverable in respect on behalf of the Securities Company, as proceeds of security or Coupons enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or eventsimilar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason Section 14.03(a) of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, this Indenture and before all obligations in respect of Senior Indebtedness is are paid in full, and if such fact shallin cash, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the representatives of such Senior Indebtedness (PRO RATA to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their representatives, or to the trustee in bankruptcyor trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, receiveras their respective interests appear, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness has been paid in full, in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. .
(d) For purposes of this Article onlySection 14.03, the words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Notes to be treated in any case or beneficial interest proceeding or similar event described in this Section 14.03 as part of the Trust or the Corporation, same class of claims as the case may be, as reorganized Senior Indebtedness or readjustedany class of claims PARI PASSU with, or senior to, the Senior Indebtedness for any payment or distribution, securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which that are subordinated in right subordinated, at least to the extent that the Notes are subordinated, to the payment of payment to all Senior Indebtedness which may at then outstanding; PROVIDED that (1) if a new corporation results from such reorganization or readjustment, such corporation assumes the time be outstanding to substantially Senior Indebtedness and (2) the same extent asrights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Articlereadjustment. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight Five of this Indenture shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 14.03 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article EightFive of this Indenture.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall first be paid in full in cash before any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness kind or character is made on account of such Company being subordinated to any Obligations on the payment Securities, or for the acquisition of any of the Securities for cash or Coupons, which may be payable property or deliverable in respect otherwise (except that Holders of the Securities or Coupons may receive Permitted Junior Securities and payments made from the trust described in Article Eight). Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee under this Indenture would be entitled, before all Senior Indebtedness is except for the provisions hereof, shall be paid by the Issuer or by any receiver, trustee in fullbankruptcy, and if such fact shallliquidating trustee, at agent or prior to the time of other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been made known issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article Eight).
(b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, shall be received by the Trustee oror any Holder when such payment or distribution is prohibited by Section 10.03(a), as the case may be, such Holder, then and in such event such payment or distribution shall be held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt.
(c) To the extent any payment of this Article onlySenior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words "cash, property Senior Debt or securities" part thereof originally intended to be satisfied shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, be reinstated and outstanding as the case may be, as reorganized or readjusted, or securities of if such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. had not occurred.
(d) The consolidation of the Trust or the Corporation, as the case may be, Issuer with, or the merger of such Company the Issuer with or into, another Person corporation or the liquidation or dissolution of such Company the Issuer following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight Five and as long as permitted under the terms of the Designated Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Issuer's obligations hereunder in accordance with the conditions set forth in Article EightFive.
Appears in 1 contract
Sources: Indenture (Globe Manufacturing Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of the Company or assignment for the benefit of creditors of the Company or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness shall first be paid in full in cash before the Holders of the Notes shall be entitled to receive any payment by or on behalf of the Company of, the principal of, premium, if any, or interest on the Notes, or any payment by or on behalf of the Company to acquire any of the Notes for cash, property or securities, including or any distribution by the Company with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution which may be payable made by, or deliverable by reason of on behalf of, the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities principal of, premium, if any, or Coupons in interest on the Notes upon any such case, dissolution or winding-up or liquidation or reorganization or assignment for the benefit of creditors of the Company or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including securities (excluding any such payment or distribution of Permitted Junior Securities), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Company being subordinated to Notes would be entitled, but for the payment subordination provisions of the Securities or CouponsNotes, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, directly to the holders of assets the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Company for application to the payment of all Senior Indebtedness remaining unpaidmay have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes .
(ii) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of this Article onlyassets or securities of the Company of any kind or character, the words "whether in cash, property or securities" securities (excluding any payment or distribution of Permitted Junior Securities), shall not be deemed paid by the Company to include shares any Holder of stock Notes at a time when such payment or beneficial interest distribution is prohibited by Section 4(c)(i) and before all obligations in respect of Senior Indebtedness are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Holder to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities respective amounts of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent asheld by such holders) or their respective representatives, or to a greater extent thanthe trustee or trustees or agent or agents under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the Securities and Coupons are so subordinated as provided payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in this Article. full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.
(iii) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Sections 17 and 18 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 4(c) if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article EightSections 17 and 18.
Appears in 1 contract
Sources: Modification Agreement (St John Knits International Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency distribution to creditors of the Company in a total or bankruptcy case or proceeding, or any receivership, partial liquidation, reorganization winding-up, reorganization, judicial management or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust Company or the Corporation, as the case may be, whether in a voluntary or involuntary and whether or not involving insolvency or bankruptcy, reorganization, insolvency, receivership, judicial management or (c) any similar proceeding relating to the Company or its property, an assignment for the benefit of a creditors or any other marshalling of the Company's assets and liabilities of the Trust or the Corporationliabilities, as the case may be, then and in any such event the holders of Senior Indebtedness shall Debt will be entitled to receive payment in full in cash of all amounts Obligations due or to become due on or in respect of all such Senior Indebtedness Debt (including interest (and any Additional Interest, if any) after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the Holders of the Securities are will be entitled to receive any payment on account of principal of (or premium, if any) or interest on with respect to the Securities, and until all Obligations with respect to that end Senior Debt are paid in full in cash, any distribution to which the Holders of the Securities would be entitled shall be made to the holders of Senior Indebtedness Debt (except that Holders of the Securities may receive Permitted Junior Securities and payments made from the trust described in Article 10).
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be entitled deemed to receivebe reinstated and outstanding as if such payment had not occurred.
(c) In the event that, for application to notwithstanding the payment thereofforegoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 5.3(a), which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation liquidation, judicial management or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight 7 hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors judicial management or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article Eight7 hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities of any series are entitled to receive any payment on account of principal of (or premium, if any) or interest on the SecuritiesSecurities of such series, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofhereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons of any series in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Security or Coupon of any series shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Sources: Indenture (Comerica Inc /New/)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of the Company of any kind or proceedingcharacter to creditors, whether in cash, property or securities upon any receivership, total or partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to the Trust or the Corporation as the case may bewinding-up, or to its creditorsreorganization, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the CorporationCompany or its property, as the case may bewhether voluntary or involuntary, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Senior Indebtedness before Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receiveDebt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for application to the payment thereofacquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to which the Holders of the Notes would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which may be payable distribution, or deliverable by reason the Holders if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the payment respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any other indebtedness indenture pursuant to which any of such Company being subordinated Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has
(b) To the Securities extent any payment of Senior Debt (whether by or Coupons, which may be payable or deliverable in respect on behalf of the Securities Company, as proceeds of security or Coupons enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Couponsthis Section 10.03, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of, and shall be forthwith paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 10.03 if the such other Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) ), or interest on or any other amount payable under the Securities, including, but not limited to, the Redemption Prices, the Make-Whole Payment and the Repurchase Price payable with respect to the Securities in accordance with Article 11 or Article 12, as the case may be, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 14.02, the Trustee or the Holder of any Security or Coupon Securities shall have received any payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article 14 only, the words "cash, property or securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this ArticleArticle 14. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section 14.02 if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight8.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of the Company or proceedinga Guarantor of any kind or character, whether in cash, property or securities to creditors upon any receivership, liquidation, reorganization dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar case or proceeding in connection therewith, relative relating to the Trust Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly 129 provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Corporation Guarantee of such Guarantor, as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit acquisition of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account of principal of (such dissolution, winding-up, liquidation, reorganization, receivership or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be payable or deliverable by reason (PRO RATA to such holders on the basis of the payment respective amounts of any other indebtedness Senior Debt or Guarantor Senior Debt of such Company being subordinated Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Securities case may be, remaining unpaid until all such Senior Debt or CouponsGuarantor Senior Debt of such Guarantor, which as the case may be payable be, has been paid in full in cash or deliverable in respect Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be.
(b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Securities Company or Coupons a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, 130 fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust Company or the Corporation, as the case may be, a Guarantor of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 12.03(a), before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distributiondistribution shall be held in trust for the benefit of, have been made known and shall be paid over or delivered to, the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be (PRO RATA to such holders on the Trustee orbasis of the respective amount of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, held by such Holderholders) or their respective Representatives, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Indebtedness remaining unpaidDebt or Guarantor Senior Debt of such Guarantor, to as the extent necessary to pay all Senior Indebtedness case may be, has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt or Guarantor Senior Debt of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporationsuch Guarantor, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Simonds Industries Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.Senior
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewithproceeding, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to a substantial part of its assets, or (b) any proceeding for the liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses), or provision shall be made for such payment in cash or in a manner otherwise satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account Payment or Distribution in Respect of principal the Securities (other than payments of (amounts deposited prior to any such case, proceeding, dissolution or premium, if any) other winding up or interest on event in accordance with the Securitiesdefeasance provisions of Article 8 hereof), and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such the Company being subordinated to the payment of the Securities or CouponsSecurities, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment Payment or distribution of assets Distribution in Respect of the Trust Securities in any such case, proceeding, dissolution, liquidation or other winding up or event (other than payments of amounts deposited prior to any such case, proceeding, dissolution or other winding up or event in accordance with the Corporation, as the case may be, defeasance provisions of any kind or character, whether in cash, property or securitiesArticle 8 hereof), including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such the Company being subordinated to the payment of the Securities or CouponsSecurities, before all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post-Commencement Interest and Expenses) is paid in fullfull or payment thereof provided for, and and, if (i) subject to Section 10.8, such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such HolderTrustee, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee holders of Senior Indebtedness or to a representative duly appointed by any such holder or holders of Senior Indebtedness unless otherwise required by law or court order or (ii) such fact shall have been made known to such Holder at any time before or after such payment, then and in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent such event such Holder shall forthwith pay over and deliver such payment to the holders of Senior Indebtedness or other Person making payment to a representative duly appointed by any such holder or distribution of assets holders of such Company Senior Indebtedness unless otherwise required by law or court order, in either such case for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness (including, without limitation, all Allowed and Disallowed Post- Commencement Interest and Expenses) in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 5 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight5.
Appears in 1 contract
Sources: Supplemental Indenture (Integrated Health Services Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of any Guarantor of any kind or character (whether in cash, property or securities) upon any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up or total or partial liquidation or reorganization of the Trust or the Corporation, as the case may besuch Guarantor, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporationproceedings, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in with respect of to all Senior Indebtedness Debt of such Guarantor shall first be paid in full in cash before the Holders of or the Securities are Trustee on their behalf shall be entitled to receive any payment on account by such Guarantor of the principal of (or of, premium, if any) , or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSe- curities for cash, for application property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee on their behalf would be entitled, which may but for the subordination provisions of this Indenture, shall be payable made by such Guarantor or deliverable by any receiver, trustee in respect bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Securities Senior Debt of such Guarantor or Coupons their representative(s) or to the trustee(s) under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such case, proceeding, dissolution, liquidation or other winding up or event. Senior Debt.
(b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, securities of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason Section 12.03(a) and before all obligations in respect of the payment of any other indebtedness Senior Debt of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is Guarantor are paid in full, and if such fact shallor payment provided for, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of such Senior Debt or their respective representative(s), or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustee(s) under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightDebt.
Appears in 1 contract
Sources: Indenture (Triton PCS Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or Company.
(ci) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness (including any interest accruing subsequent to an event of bankruptcy, whether or not such payment interest is an allowed claim enforceable against the debtor under the United States Bankruptcy Code) shall first be paid in full, in cash or distribution which may be payable or deliverable by reason of cash equivalents, before the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Coupons, which may be payable or deliverable in respect the Trustee on behalf of the Holders of the Securities shall be entitled to receive any payment by the Company on account of Senior Subordinated Obligations, or Coupons in any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of any Securities upon any such casedissolution, proceeding, dissolutionwinding up, liquidation or other winding up or event. In the event thatreorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled, but for the subordination provisions of this Article Thirteen, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee if received by them or it, before all directly to the holders of the Senior Indebtedness is paid in full, and if (pro rata to such fact shall, at holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or prior their representatives or to the time of any trustee or trustees under any indenture pursuant to which any such payment or distribution, Senior Indebtedness may have been made known to the Trustee orissued, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaidtheir respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or cash equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness.
(ii) Notwithstanding the occurrence of any event or events described in the foregoing clause (a)(i), the Holders of Securities may receive securities that are subordinated, at least to the same extent as the Securities, to Senior Indebtedness and any securities in exchange therefor.
(b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or any part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes of this Indenture as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by Section 1303(a) and before all obligations in respect of Senior Indebtedness are paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their representatives, or to the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.
(d) For purposes of this Article onlySection 1303, the words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock this clause is not to cause the Securities to be treated in any case or beneficial interest proceeding or similar event described in this Section 1303 as part of the Trust or the Corporation, same class of claims as the case may be, as reorganized Senior Indebtedness or readjustedany class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which that are subordinated in right subordinated, at least to the extent that the Securities are subordinated, to the payment of payment to all Senior Indebtedness which may at then outstanding; provided that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the time be outstanding to substantially Senior Indebtedness and (ii) the same extent asrights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Articlereadjustment. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 1303 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer, lease or transferother disposition, comply with the conditions set forth provided in Article Eight.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any (including the Make-Whole Payment, if any) ), or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so 70 64 subordinated as provided in this ArticleArticle XII. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property securities or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Couponsproperty, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all 110 Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property securities or securitiesother property" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Seven shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightSeven.
Appears in 1 contract
Sources: Indenture (DSC Communications Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Issuer or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beIssuer, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beIssuer, then and in any such event the holders of Senior Indebtedness Debt of the Issuer shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt of the Issuer, or provision shall be made for such payment in cash or cash equivalents, before the Holders of the Securities and the coupons, if any, appertaining thereto are entitled to receive any payment or distribution of any kind or character on account of principal of (or premium, if any, on) or interest on the SecuritiesSecurities and any coupons appertaining thereto, and to that end the holders of Senior Indebtedness Debt of the Issuer shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company the Issuer being subordinated to the payment of the Securities or CouponsSecurities, which may be payable or deliverable in respect of the Securities or Coupons and the coupons, if any, appertaining thereto in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon of any coupon appertaining thereto shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company the Issuer being subordinated to the payment of the Securities or Couponsand any coupons appertaining thereto, before all Senior Indebtedness Debt of the Issuer is paid in full, and if such fact shall, at full or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holderthereof provided for, then and in such event such payment or distribution shall be held for the benefit of and, upon receipt by the Trustee of the notice set forth in Section 13.09, shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company the Issuer for application to the payment of all Senior Indebtedness Debt of the Issuer remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt of the Issuer in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt of the Issuer. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Issuer as reorganized or readjusted, or securities of such Company the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt of the Issuer which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Issuer with, or the merger of such Company the Issuer into, another Person or the liquidation or the dissolution of such Company the Issuer following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions conditions, if any, set forth in Article Eight an Officers' Certificate or supplemental indenture creating any series of Securities shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company the Issuer for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entiretysurviving Person, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply complies with the conditions conditions, if any, set forth in Article Eightsuch Officers' Certificate or supplemental indenture.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Issuer or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt (including interest accruing after the commencement of any such proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) shall first be paid in full in cash before any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness kind or character is made on account of such Company being subordinated to any Obligations on the payment Securities, or for the acquisition of any of the Securities for cash or Coupons, which may be payable property or deliverable in respect otherwise (except that Holders of the Securities or Coupons may receive Permitted Junior Securities and payments made from the trust described in Article Eight hereof). Upon any such casedissolution, winding- up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Issuer of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee under this Indenture would be entitled, before all Senior Indebtedness is except for the provisions hereof, shall be paid by the Issuer or by any receiver, trustee in fullbankruptcy, and if such fact shallliquidating trustee, at agent or prior to the time of other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash after giving effect to any concurrent payment, as distribution or provision therefor to or for the case holders of Senior Debt (except that Holders of the Securities may bereceive Permitted Junior Securities and payments made from the trust described in Article Eight hereof).
(b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, shall be received by any Holder when such Holderpayment or distribution is prohibited by Section 10.03(a), then and in such event such payment or distribution shall be held for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt.
(c) To the extent any payment of this Article onlySenior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the words "cash, property Senior Debt or securities" part thereof originally intended to be satisfied shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, be reinstated and outstanding as the case may be, as reorganized or readjusted, or securities of if such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. had not occurred.
(d) The consolidation of the Trust or the Corporation, as the case may be, Issuer with, or the merger of such Company the Issuer with or into, another Person corporation or the liquidation or dissolution of such Company the Issuer following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight Five and as long as permitted under the terms of the Designated Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 10.03 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Issuer's obligations hereunder in accordance with the conditions set forth in Article EightFive.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including upon any such payment dissolution or distribution which may be payable winding-up or deliverable by reason total or partial liquidation or reorganization of the payment of any Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other indebtedness of such Company being subordinated proceedings, all amounts due or to become due with respect to Senior Indebtedness shall first be paid in full before the payment Holders of the Securities or Couponsthe Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of or interest on the Securities, which may be payable or deliverable in respect any payment to acquire any of the Securities for cash, property or Coupons in securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such case, proceeding, dissolution, dissolution or winding-up or liquidation or other winding up or event. In the event thatreorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee oron their behalf would be entitled, as but for the case may besubordination provisions of this Indenture, such Holder, then and in such event such payment or distribution shall be paid over made by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, directly to the holders of assets the Senior Indebtedness (pro rata to --- ---- such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees under any indenture pursuant to which any of such Company for application to the payment of all Senior Indebtedness remaining unpaidmay have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. .
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or any Holder of Securities at a time when such payment or distribution is prohibited by Section 17.3(a) and before all obligations in respect of Senior Indebtedness are paid in full, or payment provided for, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective --- ---- amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.
(c) For purposes of this Article onlySection, the words "cash, property or securities" shall not be deemed to include shares include, so long as the effect of stock these clauses (x) and (y) is not to cause the Securities to be treated in any case or beneficial interest proceeding or similar event described in this Section as part of the Trust or the Corporation, same class of claims as the case may beSenior Indebtedness or any class of claims on a parity with or senior to the Senior Indebtedness for any payment or distribution, as reorganized (x) any payment or readjusteddistribution of securities of the Company or any other corporation authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Securities to the Senior Indebtedness, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy, insolvency or other similar law, or (y) securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right subordinated, to at least the same extent as the Securities, to the payment of payment to all Senior Indebtedness which may at then outstanding (the time be outstanding securities described in clauses (x) and (y) being hereinafter referred to substantially as "Subordinated Reorganization Securities"); -------------------------------------- provided, however, that (i) if a new corporation results from such -------- ------- reorganization or readjustment, such corporation assumes the same extent asSenior Indebtedness and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Articlereadjustment. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight 7 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article Eight7.
Appears in 1 contract
Sources: Senior Subordinated Indenture (Owens & Minor Inc/Va/)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities Notes for cash or Coupons, which may be payable property or deliverable in respect of the Securities or Coupons in otherwise. Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash or Cash Equivalents after giving
(b) To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Indebtedness shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Stuart Entertainment Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of such Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Holders of the Securities or the Trustee on behalf of such Holders shall be entitled to receive any payment by or on behalf of such Guarantor of the principal of or interest on the Securities pursuant to such Guarantor's Guarantee, or any payment by or on behalf of such Guarantor to acquire any of the Securities for cash, property or securities, including or any distribution with respect to the Securities of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution which may be payable made by, or deliverable by reason of the payment of on behalf of, any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable Guarantor in respect of the principal of, premium, if any, or interest on the Securities or Coupons in upon any such case, dissolution or winding-up or liquidation or reorganization of the Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, dissolutionwhether voluntary or involuntary or in bankruptcy, liquidation insolvency, receivership or other winding up or event. In the event thatproceedings, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, such Guarantor of any kind or character, whether in cash, property or securities, including securities (excluding any such payment or distribution of Permitted Junior Securities), to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee oron their behalf would be entitled, as but for the case may besubordina- tion provisions of this Indenture, such Holder, then and in such event such payment or distribution shall be paid over made by such Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, directly to the holders of assets the Guarantor Senior Indebtedness of such Company for application Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives or to the payment trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of all such Guarantor Senior Indebtedness remaining unpaidmay have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes .
(b) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of this Article onlyassets or securities of any Guarantor of any kind or character, the words "whether in cash, property or securities" securities (excluding any payment or distribution of Permitted Junior Securities), shall not be deemed made directly to include shares the Trustee or any Holder of stock Securities at a time when such payment or beneficial interest distribution is prohibited by Section 12.03(a) and before all obligations in respect of the Trust Guarantor Senior Indebtedness of such Guarantor are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the CorporationHolder to, as the case may be, as reorganized or readjusted, or securities holders of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Guarantor Senior Indebtedness which may at (pro rata to such holders on the time be outstanding to substantially basis of the same extent asrespective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to a greater extent thanthe trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the Securities and Coupons are so subordinated as provided payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Articlefull in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of the Trust or the Corporation, as the case may be, any Guarantor with, or the merger of such Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Company any Guarantor following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 12.03 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article EightFive.
Appears in 1 contract
Sources: Indenture (St John Knits Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (ai) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of any Guarantor of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities), upon any dissolution or winding-up or total liquidation or reorganization of such Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Guarantor Senior Indebtedness of such Guarantor shall first be paid in full in cash before the Holders of the Notes shall be entitled to receive any payment by or on behalf of such Guarantor of the principal of or interest on the Notes pursuant to such Guarantor's Guarantee, or any payment by or on behalf of such Guarantor to acquire any of the Notes for cash, property or securities, including or any distribution with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities). Before any such payment or distribution which may be payable made by, or deliverable by reason of the payment of on behalf of, any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable Guarantor in respect of the Securities principal of, premium, if any, or Coupons in interest on the Notes upon any such case, dissolution or winding-up or liquidation or reorganization of the Guarantor or assignment for the benefit of creditors of such Guarantor or similar proceeding, dissolutionwhether voluntary or involuntary or in bankruptcy, liquidation insolvency, receivership or other winding up or event. In the event thatproceedings, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, such Guarantor of any kind or character, whether in cash, property or securities, including securities (excluding any such payment or distribution of Permitted Junior Securities), to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Company being subordinated to Notes would be entitled, but for the payment subordination provisions of the Securities or CouponsNotes, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over made by such Guarantor or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating liquidation trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, directly to the holders of assets the Guarantor Senior Indebtedness of such Company for application Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives or to the payment trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of all such Guarantor Senior Indebtedness remaining unpaidmay have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness in full, full in cash after giving effect to any prior or concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Guarantor Senior Indebtedness. For purposes .
(ii) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of this Article onlyassets or securities of any Guarantor of any kind or character, the words "whether in cash, property or securities" securities (excluding any payment or distribution of Permitted Junior Securities), shall not be deemed made directly to include shares any Holder of stock Notes at a time when such payment or beneficial interest distribution is prohibited by Section 20(c)(i) and before all obligations in respect of the Trust Guarantor Senior Indebtedness of such Guarantor are paid in full in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered by the Company or the CorporationHolder to, as the case may be, as reorganized or readjusted, or securities holders of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Guarantor Senior Indebtedness which may at (pro rata to such holders on the time be outstanding to substantially basis of the same extent asrespective amounts of such Guarantor Senior Indebtedness held by such holders) or their respective representatives, or to a greater extent thanthe trustee or trustees or agent or agents under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, for application to the Securities and Coupons are so subordinated as provided payment of such Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has been paid in this Articlefull in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Indebtedness. The consolidation of the Trust or the Corporation, as the case may be, any Guarantor with, or the merger of such Company any Guarantor with or into, another Person corporation or the liquidation or dissolution of such Company any Guarantor following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Sections 17 and 18 shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 20(c) if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article EightSections 17 and 18.
Appears in 1 contract
Sources: Modification Agreement (St John Knits International Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of the Company or proceedinga Guarantor of any kind or character, whether in cash, property or securities to creditors upon any receivership, liquidation, reorganization dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar case or proceeding in connection therewith, relative relating to the Trust Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Corporation Guarantee of such Guarantor, as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit acquisition of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account of principal of (such dissolution, winding-up, liquidation, reorganization, receivership or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be payable or deliverable by reason (pro rata to such holders on the basis of the payment re- spective amounts of any other indebtedness Senior Debt or Guarantor Senior Debt of such Company being subordinated Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Securities case may be, remaining unpaid until all such Senior Debt or CouponsGuarantor Senior Debt of such Guarantor, which as the case may be payable be, has been paid in full in cash or deliverable in respect Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be.
(b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Securities Company or Coupons a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust Company or the Corporation, as the case may be, a Guarantor of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 12.03(a), before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distributiondistribution shall be held in trust for the benefit of, have been made known and shall be paid over or delivered to, the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be (pro rata to such holders on the Trustee orbasis of the respective amount of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, held by such Holderholders) or their respective Representatives, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Indebtedness remaining unpaidDebt or Guarantor Senior Debt of such Guarantor, to as the extent necessary to pay all Senior Indebtedness case may be, has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt or Guarantor Senior Debt of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporationsuch Guarantor, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Vs Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this ArticleArticle XII. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section 12.2 if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially sub stantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Sources: Indenture (Activision Inc /Ny)
Payment Over of Proceeds Upon Dissolution, Etc. In Upon any payment or distribution of assets of the event Company of (a) any insolvency kind or bankruptcy case character to creditors, whether in cash, property or proceeding, securities upon any total or any receivership, partial liquidation, reorganization or other similar case or proceeding in connection therewithdissolution, relative to the Trust or the Corporation as the case may bewinding-up, or to its creditorsreorganization, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the CorporationCompany or its property, as the case may bewhether voluntary or involuntary, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts Obligations due or to become due on or in respect of upon all Senior Indebtedness before Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the Holders satisfaction of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receiveDebt, before any payment or distribution of any kind or character is made on account of any Obligations on the Notes, or for application to the payment thereofacquisition of any of the Notes for cash or property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of any other indebtedness of such Company being subordinated to Notes would be entitled, except for the payment of the Securities or Couponsprovisions hereof, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over by the Company or delivered forthwith to the by any receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making such payment or distribution distribution, or by the Holders if received by them, directly to the holders of assets Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full in cash or Cash Equivalents after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightDebt.
Appears in 1 contract
Sources: Indenture (Del Monte Foods Co)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section, Section the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article Eight.
Appears in 1 contract
Sources: Subordinated Debt Securities Indenture (Cullen/Frost Bankers, Inc.)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any receivership, liquidation, reorganization dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar case or proceeding in connection therewith, relative relating to the Trust Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Corporation Guarantee of such Guarantor, as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit acquisition, redemption or defeasance of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account such dissolution, winding-up, liquidation, reorganization, assignment, marshalling of principal of (assets, receivership or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be payable or deliverable by reason (pro rata to such holders on the basis of the payment respective amounts of any other indebtedness Senior Debt or Guarantor Senior Debt of such Company being subordinated Guarantor, as the case may be, held by such holders), or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Securities case may be, remaining unpaid until all such Senior Debt or CouponsGuarantor Senior Debt of such Guarantor, which as the case may be payable be, has been paid in full in cash or deliverable Cash Equivalents after giving effect to any concurrent payment or distribution in respect cash or Cash Equivalents to or for the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be.
(b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Securities Company or Coupons a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust Company or the Corporation, as the case may be, a Guarantor of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 12.03(a), before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distributiondistribution shall be held in trust for the benefit of, have been made known and shall be paid over or delivered to, the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be (pro rata to such holders on the Trustee orbasis of the respective amount of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, held by such Holderholders), then and in such event such payment or distribution shall be paid over their respective Representatives, or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Indebtedness remaining unpaidDebt or Guarantor Senior Debt of such Guarantor, to as the extent necessary to pay all Senior Indebtedness case may be, has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes Debt or Guarantor Senior Debt of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporationsuch Guarantor, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Tenneco Automotive Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment Notes for cash or property or otherwise (except that Holders of any other indebtedness Notes may receive securities of such the Company being that are unsecured and subordinated at least to the payment same extent as the Notes to Senior Debt as provided in the Indenture, do not have a maturity any shorter than the security which it is replacing and will not cause the Notes to be treated in any case or proceeding as part of the Securities same class of claims as the Senior Debt or Couponsany class of claims pari passu with, which may be payable or deliverable in respect of senior to, the Securities Senior ---- ----- Debt for any payment or Coupons in distribution). Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, -104- or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company of any kind or character (whether in cash, property or securities) upon any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporationproceedings, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or not allowed or allowable thereunder) shall first be paid in respect of all Senior Indebtedness full, or payment provided for, before the Holders of or the Securities are Trustee on their behalf shall be entitled to receive any payment on account by the Company of the principal of (or premium, if any) or interest on the Securities, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities for cash, for application property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee on their behalf would be entitled, which may but for the subordination provisions of this Indenture, shall be payable made by the Company or deliverable by any receiver, trustee in respect bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of Senior Debt of the Securities Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or Coupons in their representative(s) or to the trustee(s) under any indenture pursuant to which any such caseSenior Debt may have been issued as their respective interests may appear, proceedingto the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, dissolution, liquidation distribution or other winding up provision therefor to or event. for the holders of such Senior Debt.
(b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, Section 8.03(a) and before all obligations in respect of Senior Indebtedness is Debt are paid in full, and if such fact shallor payment provided for, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt or their respective representative(s), or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustee(s) under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(c) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article EightFive.
Appears in 1 contract
Sources: Indenture (United Auto Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the CorporationCompany (each such event, if any, herein sometimes referred to as the case may bea "Proceeding"), then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt, or provision shall be made for such payment in cash or cash equivalents, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security (or Coupon any Person on its behalf) shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Corporation of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness Debt is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company the Corporation for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, cash property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Corporation as reorganized or readjusted, or securities of such Company the Corporation or any other corporation provided for by a plan of reorganization or readjustment readjustment, in each case, which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Corporation with, or the merger of such Company the Corporation into, another Person or the liquidation or dissolution of such Company the Corporation following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company the Corporation for the purposes of this Section if the Person formed by such consolidation or into which such Company the Corporation is merged or the Person which acquires by conveyance conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance conveyance, transfer or transferlease, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Riggs National Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of such Senior Debt, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities Notes for cash or Coupons, which may be payable property or deliverable in respect of the Securities or Coupons in otherwise. Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been made known issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.
(b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee oror any Holder when such payment or distribution is prohibited by this Section 11.03, as the case may be, such Holder, then and in such event such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(c) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Sitel Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness of the Company, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment of Notes for cash or property or otherwise. Upon any other indebtedness of such Company being subordinated to the payment of the Securities total or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceedingpartial liquidation, dissolution, liquidation winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other winding up or event. In the event thatsimilar proceeding, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness of the Company.
(b) To the extent any payment of Senior Indebtedness of the Company (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) If, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee when such event payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amount of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness of the Company has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior IndebtednessIndebtedness of the Company. For purposes Notwithstanding the foregoing, the provisions of this Article only, the words "cash, property or securities" Section 10.03(c) shall not apply to the fees and expenses due to the Trustee pursuant to Section 7.07 hereof, which fees and expenses shall be deemed paid directly to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Trustee.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Indebtedness of the Company shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Amida Industries Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Securities of any series are entitled to receive any payment on account of principal of (or premium, if any) or interest on the SecuritiesSecurities of such series, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons of any series in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Security or Coupon of any series shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance sale, conveyance, transfer or transfer lease of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance sale, conveyance, transfer or transfer lease such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance sale, conveyance, transfer or transferlease, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Sources: Indenture (Raytheon Co/)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company of any kind or character (whether in cash, property or securities) upon any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up or total or partial liquidation or reorganization of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporationproceedings, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on with respect to Senior Debt of the Company (including any interest accruing subsequent to an event of bankruptcy or insolvency, whether or not allowed or allowable thereunder) shall first be paid in respect of all Senior Indebtedness full, or payment provided for, before the Holders of or the Securities are Trustee on their behalf shall be entitled to receive any payment on account by the Company of the principal of (or premium, if any) or interest on the Securities, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities for cash, for application property or securities, or any distribu tion with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, the Company of the principal of or interest on the Securities upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee on their behalf would be entitled, which may but for the subordination provisions of this Indenture, shall be payable made by the Company or deliverable by any receiver, trustee in respect bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of Senior Debt of the Securities Company (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or Coupons in their representative(s) or to the trustee(s) under any indenture pursuant to which any such caseSenior Debt may have been issued as their respective interests may appear, proceedingto the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, dissolution, liquidation distribution or other winding up provision therefor to or event. for the holders of such Senior Debt.
(b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, Section 8.03(a) and before all obligations in respect of Senior Indebtedness is Debt are paid in full, and if such fact shallor payment provided for, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt or their respective representative(s), or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustee(s) under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(c) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets property as an entirety, or substantially as an entirety entirety, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth stated in Article EightFive.
Appears in 1 contract
Sources: Indenture (United Auto Group Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment, before the Holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest on the SecuritiesNotes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In Other than a payment to the Trustee in its capacity as such, which shall not, for the avoidance of doubt, be subordinated to Senior Indebtedness, upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that, that notwithstanding the foregoing provisions of this Section, Section the Trustee or the Holder of any Security or Coupon Note shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer all or substantially all of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight 8 of the Base Indenture shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such all or substantially all properties and assets substantially an entiretyassets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article Eight8 of the Base Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Axos Financial, Inc.)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of any payment by, or distribution of the assets of, the Company in connection with (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust Company or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) ), or interest on or any other amount payable under the Securities, and to that end end, the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofof such Senior Indebtedness, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held by them, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which that may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding winding-up or event, after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provisions of this SectionSection 13.02, the Trustee or the Holder of any Security or Coupon Securities shall have received any ----- payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shallif, at or prior to the time of such payment or distribution, written notice that such payment or distribution is prohibited by the foregoing paragraph shall have been made known actually given to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets holders of such Company Senior Indebtedness remaining unpaid or their representatives, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held by them, for application to the payment of all Senior Indebtedness remaining unpaid, thereof to the extent necessary to pay all Senior Indebtedness in full, full after giving effect to any concurrent payment or distribution distribution, or provision therefor, to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Sources: Indenture (Interliant Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any such payment total or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceedingpartial liquidation, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, other than payments or distributions in Junior Securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions of this Article Ten, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, other than in Junior Securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 10.03(c), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision thereof or to or for the holders of such Senior Debt.
(d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Wilson Greatbatch Technologies Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may beCompany, a Subsidiary Guarantor or to its their respective creditors, as such, or to its their respective assets, or (b) any liquidation, dissolution or other winding up of the Trust Company or the Corporation, as the case may beany Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust Company or the Corporation, as the case may beany Subsidiary Guarantor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust Company or the Corporation, as the case may be, any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company or any Subsidiary Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock or beneficial interest of the Trust Company or the Corporation, as the case may be, a Subsidiary Guarantor as reorganized or readjusted, or securities of such the Company or a Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust Company or the Corporation, as the case may be, a Subsidiary Guarantor with, or the merger of such the Company or a Subsidiary Guarantor into, another Person or the liquidation or dissolution of such the Company or a Subsidiary Guarantor following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company or a Subsidiary Guarantor for the purposes of this Section if the Person formed by such consolidation or into which such the Company or a Subsidiary Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Sources: Indenture (Neutron Marine Corp.)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets of the Company or proceedinga Guarantor of any kind or character, whether in cash, property or securities to creditors upon any receivership, liquidation, reorganization dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar case or proceeding in connection therewith, relative relating to the Trust Company or the Corporation as the case may beits property or a Guarantor or its property, whether voluntary or involuntary, all Obligations due or to its creditors, as such, become due upon all Senior Debt or to its assets, or (b) any liquidation, dissolution or other winding up Guarantor Senior Debt of the Trust or the Corporationsuch Guarantor, as the case may be, whether voluntary shall first be paid in full in cash or involuntary and whether or not involving insolvency or bankruptcyCash Equivalents, or (c) any assignment such payment shall be duly provided for to the benefit of a creditors or any other marshalling of assets and liabilities satisfaction of the Trust holders of Senior Debt or the CorporationGuarantor Senior Debt of such Guarantor, as the case may be, then and in before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Guarantee or such event Guarantor, or for the holders acquisition of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders any of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account of principal of (such dissolution, winding-up, liquidation, reorganization, receivership or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets of the Company or a Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be payable or deliverable by reason (pro rata to such holders on the basis of the payment respective amounts of any other indebtedness Senior Debt or Guarantor Senior Debt of such Company being subordinated Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Securities case may be, remaining unpaid until all such Senior Debt or CouponsGuarantor Senior Debt of such Guarantor, which as the case may be payable be, has been paid in full in cash or deliverable in respect Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be.
(b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Securities Company or Coupons a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust Company or the Corporation, as the case may be, a Guarantor of any kind or character, whether in cash, property or securities, including shall be received by any Holder when such payment or distribution which may be payable or deliverable is prohibited by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 12.03(a), before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distributiondistribution shall be held in trust for the benefit of, have been made known and shall be paid over or delivered to, the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be (pro rata to such holders on the Trustee orbasis of the respective amount of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, held by such Holderholders) or their respective Representatives, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Indebtedness remaining unpaidDebt or Guarantor Senior Debt of such Guarantor, to as the extent necessary to pay all Senior Indebtedness case may be, has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt or Guarantor Senior Debt of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporationsuch Guarantor, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in 105 -97- Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness of the Company, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment of Notes for cash or property or otherwise. Upon any other indebtedness of such Company being subordinated to the payment of the Securities total or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceedingpartial liquidation, dissolution, liquidation winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other winding up or event. In the event thatsimilar proceeding, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness of the Company.
(b) To the extent any payment of Senior Indebtedness of the Company (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) If, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee when such event payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amount of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness of the Company has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest Indebtedness of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Company.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Indebtedness of the Company shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such 83 consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Terex Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of the Company or a Guarantor of any kind or character, whether in cash, property or securities to creditors upon any receivership, liquidation, reorganization dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar case or proceeding in connection therewith, relative relating to the Trust Company or its property or such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, shall first be paid in full in cash or Cash Equivalents, or such payment shall be duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, before any payment or distribution of any kind or character is made on account of any Obligations on the Securities or the Corporation Guarantee of such Guarantor, as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit acquisition, redemption or defeasance of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive for cash or property or otherwise. Upon any payment on account such dissolution, winding-up, liquidation, reorganization, assignment, marshalling of principal of (assets, receivership or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereofsimilar proceeding, any payment or distribution of assets or securities of the Company or a Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions 157 -147- hereof, shall be paid by the Company or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution which distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be payable or deliverable by reason (pro rata to such holders on the basis of the payment respective amounts of any other indebtedness Senior Debt or Guarantor Senior Debt of such Company being subordinated Guarantor, as the case may be, held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the Securities case may be, remaining unpaid until all such Senior Debt or CouponsGuarantor Senior Debt of such Guarantor, which as the case may be payable be, has been paid in full in cash or deliverable Cash Equivalents after giving effect to any concurrent payment or distribution in respect cash or Cash Equivalents to or for the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be.
(b) To the extent any payment of Senior Debt or Guarantor Senior Debt (whether by or on behalf of the Securities Company or Coupons a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in any such casebankruptcy, proceedingliquidating trustee, dissolution, liquidation agent or other winding up similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or event. similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing provisions of this Sectionforegoing, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets or securities of the Trust Company or the Corporation, as the case may be, a Guarantor of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder when such payment or distribution which may be payable or deliverable is prohibited 158 -148- by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or CouponsSection 12.03(a), before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distributiondistribution shall be held in trust for the benefit of, have been made known and shall be paid over or delivered to, the holders of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be (pro rata to such holders on the Trustee orbasis of the respective amount of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, held by such Holderholders) or their respective Representatives, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, may have been issued, as their respective interests may appear, for application to the payment of Senior Debt or Guarantor Senior Debt of such Guarantor, as the case may be, remaining unpaid until all such Senior Indebtedness remaining unpaidDebt or Guarantor Senior Debt of such Guarantor, to as the extent necessary to pay all Senior Indebtedness case may be, has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes Debt or Guarantor Senior Debt of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporationsuch Guarantor, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. .
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if if, in the Person formed by such consolidation or into which such event the Company is merged or not the Person which acquires by conveyance or transfer surviving corporation, such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Tenneco Automotive Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) Upon any insolvency payment or bankruptcy case distribution of assets or proceedingsecurities of any Guarantor of any kind or character (whether in cash, property or securities) upon any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up or total or partial liquidation or reorganization of the Trust or the Corporation, as the case may besuch Guarantor, whether voluntary or involuntary and whether or not involving insolvency or in bankruptcy, insolvency, receivership or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporationproceedings, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in with respect of to all Senior Indebtedness Debt of such Guarantor shall first be paid in full in cash before the Holders of or the Securities are Trustee on their behalf shall be entitled to receive any payment on account by such Guarantor of the principal of (or of, premium, if any) , or interest on the SecuritiesSecurities pursuant to such Guarantor's Guarantee, and or any payment to that end acquire any of the holders of Senior Indebtedness shall be entitled to receiveSecurities for cash, for application property or securities, or any distribution with respect to the Securities of any cash, property or securities. Before any payment thereofmay be made by, or on behalf of, any Guarantor of the principal of, premium, if any, or interest on the Securities upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment Holders of the Securities or Couponsthe Trustee on their behalf would be entitled, which may but for the subordination provisions of this Indenture, shall be payable made by such Guarantor or deliverable by any receiver, trustee in respect bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of the Securities Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or Coupons their representative(s) or to the trustee(s) under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such case, proceeding, dissolution, liquidation or other winding up or event. Senior Debt.
(b) In the event that, notwithstanding the foregoing provisions of this Sectionprovision prohibiting such payment or distribution, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, securities of any kind or character, whether in cash, property or securities, including shall be received by the Trustee or any Holder at a time when such payment or distribution which may be payable or deliverable is prohibited by reason Section 12.03(a) and before all obligations in respect of the payment of any other indebtedness Senior Debt of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is Guarantor are paid in full, and if such fact shallor payment provided for, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of such Senior Debt or their respective representative(s), or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustee(s) under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of such Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in full, full after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightDebt.
Appears in 1 contract
Sources: Indenture (Triton PCS Holdings Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceedingbankruptcy, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or Company, or, if applicable, to the Corporation as the case may beParent Guarantor, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or Company or, if applicable, the Corporation, as the case may be, Parent Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcyinvoluntary, or (c) any general assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or Company or, if applicable, the Corporation, as the case may beParent Guarantor, then and in any such event the holders of Senior Indebtedness Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Debt, or provision shall be made for such payment in cash or U.S. Government Obligations before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, including any payment in respect of the Parent Guarantee, and to that end the holders of Senior Indebtedness Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such the Company or, if applicable, the Parent Guarantor being subordinated to the payment of the Securities or Couponsor, if applicable, the Parent Guarantee, which may be payable or deliverable in respect of the Securities or Coupons or, if applicable, the Parent Guarantee in any such caseinsolvency, proceedingbankruptcy, dissolutionreceivership, liquidation liquidation, reorganization, dissolution or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or Company or, if applicable, the Corporation, as the case may be, Parent Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such the Company being subordinated to the payment of the Securities or Couponsor, if applicable, the Parent Guarantee, before all Senior Indebtedness Debt is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company or, if applicable, the Parent Guarantor for application to the payment of all Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior IndebtednessDebt. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest equity of the Trust or Company or, if applicable, the Corporation, as the case may be, Parent Guarantor as reorganized or readjusted, or securities of such the Company or, if applicable, the Parent Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness Debt which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons or, if applicable, the Parent Guarantee are so subordinated as provided in this Article. The consolidation of the Trust or Company or, if applicable, the Corporation, as the case may be, Parent Guarantor with, or the merger of such the Company or, if applicable, the Parent Guarantor into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company or, if applicable, the Parent Guarantor for the purposes of this Section if the Person formed by such consolidation or into which such the Company or, if applicable, the Parent Guarantor is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.
Appears in 1 contract
Sources: Indenture (Aegon Funding Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding winding-up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any (including the Make-Whole Payment, if any) ), or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding winding-up or event. In the event that, notwithstanding the foregoing provisions of this SectionSection 12.02, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or Company prohibited by the Corporation, as the case may be, foregoing paragraph of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article XII only, the words "cash, property or securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this ArticleArticle XII. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight VIII shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such the Company for the purposes of this Section 12.02 if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightVIII.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Debentures, or for the acquisition of any of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities Debentures for cash or Coupons, which may be payable property or deliverable in respect of the Securities or Coupons in otherwise. Upon any such casedissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Debentures or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such event payment or distribution is prohibited by Section 10.03(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Company Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness Debt has been paid in fullfull in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Debt.
(d) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (MTL Inc)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of ----------------------------------------------
(a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may beCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling marshaling of assets and liabilities of the Trust or the Corporation, as the case may beCompany, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in cash or other payment satisfactory to the holders of Senior Indebtedness, before the Holders holders of the Securities Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest on the SecuritiesNotes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons Notes in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder holder of any Security or Coupon Note shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at full in cash or prior other payment satisfactory to the time holders of such Senior Indebtedness or payment or distribution, have been made known thereof provided for in a manner satisfactory to the Trustee or, as the case may be, such Holderholders of Senior Indebtedness, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article Four only, the words "cash, property or securities" shall not be deemed to include shares of capital stock or beneficial interest of the Trust or the Corporation, as the case may be, Company as reorganized or readjusted, or securities of such the Company or any other corporation provided for by a plan of reorganization or readjustment which in either case are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons Notes are so subordinated as provided in this ArticleArticle Four. The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company into, another Person or the liquidation or dissolution of such the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight Twelve shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of such the Company for the purposes of this Section 4.2 if the Person formed by such consolidation or into which such the Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article EightTwelve.
Appears in 1 contract
Sources: Indenture (At Home Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any such payment total or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceedingpartial liquidation, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling marshaling of assets and liabilities of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eight) is made on account of any Obligations on the Notes, or for the acquisition of any of the Notes for cash or property or otherwise, other than payments or distributions in Junior Securities. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, other than payments or distributions in Junior Securities, to which the Holders of the Notes or the Trustee under this Indenture would be entitled, except for the provisions of this Article Ten, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.
(b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character (other than payments by a trust previously established pursuant to Article Eight), whether in cash, property or securities, other than in Junior Securities, shall be received by any Holder when such payment or distribution is prohibited by Section 10.04(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.
(d) The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance 282 -102- or transfer of all or substantially all of its assets, to another corporation upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may beCompany, a Subsidiary Guarantor or to its their respective creditors, as such, or to its their respective assets, or (b) any liquidation, dissolution or other winding up of the Trust Company or the Corporation, as the case may beany Subsidiary Guarantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust Company or the Corporation, as the case may beany Subsidiary Guarantor, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust Company or the Corporation, as the case may be, any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in fullfull or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such the Company or any Subsidiary Guarantor for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "“cash, property or securities" ” shall not be deemed to include shares of stock or beneficial interest of the Trust Company or the Corporation, as the case may be, a Subsidiary Guarantor as reorganized or readjusted, or securities of such the Company or a Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. The consolidation of the Trust or the Corporation, as the case may be, with, or the merger of such Company into, another Person or the liquidation or dissolution of such Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of such Company for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.this
Appears in 1 contract
Sources: Indenture (Teucarrier (No. 3) Corp.)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a1) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Indebtedness of the Company shall first be paid in full in cash, or such payment duly provided for to the satisfaction of the holders of Senior Indebtedness of the Company, before any payment or distribution which may be payable of any kind or deliverable by reason character is made on account of any Obligations on the Notes, or for the acquisition of any of the payment of Notes for cash or property or otherwise. Upon any other indebtedness of such Company being subordinated to the payment of the Securities total or Coupons, which may be payable or deliverable in respect of the Securities or Coupons in any such case, proceedingpartial liquidation, dissolution, liquidation winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company or in a bankruptcy, reorganization, insolvency, receivership or other winding up or event. In the event thatsimilar proceeding, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of the Trust or the Corporation, as the case may be, Company of any kind or character, whether in cash, property or securities, including any such payment or distribution to which may be payable or deliverable by reason the Holders of the payment of Notes or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been made known issued, as their respective interests may appear, for application to the Trustee orpayment of Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness of the Company.
(2) To the extent any payment of Senior Indebtedness of the Company (whether by or on behalf of the Company, as the case may beproceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such Holderreceiver, then trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness of the Company or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.
(3) If, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder or the Trustee when such event payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered forthwith to, the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amount of Senior Indebtedness of the Company held by such holders) or their respective Representatives, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets trustees under any indenture pursuant to which any of such Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay unpaid until all such Senior Indebtedness of the Company has been paid in fullfull in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock or beneficial interest Indebtedness of the Trust or the Corporation, as the case may be, as reorganized or readjusted, or securities of such Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities and Coupons are so subordinated as provided in this Article. Company.
(4) The consolidation of the Trust or the Corporation, as the case may be, Company with, or the merger of such the Company with or into, another Person corporation or the liquidation or dissolution of such the Company following the conveyance or transfer of all or substantially all of its properties and assets substantially as an entirety assets, to another Person corporation upon the terms and conditions set forth provided in Article Eight Five hereof and as long as permitted under the terms of the Senior Indebtedness of the Company shall not be deemed a dissolution, winding winding-up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply assume the Company's obligations hereunder in accordance with the conditions set forth in Article EightFive hereof.
Appears in 1 contract
Sources: Indenture (Terex Corp)
Payment Over of Proceeds Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Trust or the Corporation as the case may be, or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Trust or the Corporation, as the case may be, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of a creditors or any other marshalling of assets and liabilities of the Trust or the Corporation, as the case may be, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, Upon any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including in connection with any such payment dissolution or distribution which may be payable winding up or deliverable by reason total or partial liquidation or reorganization of the payment Company or such Subsidiary Guarantor, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of any other indebtedness assets for the benefit of such Company being subordinated creditors, all amounts due or to become due upon all Senior Debt (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) shall first be indefeasibly paid in full, in cash, before the Holders, the Trustee on their behalf or any Subsidiary Guarantor shall be entitled to receive any payment by (or on behalf of) the Company or any Subsidiary Guarantor on account of the Securities or Couponson or in relation to this Guaranty, which may be payable or deliverable in respect any payment to acquire any of the Securities for cash, property or Coupons securities, or any distribution with respect to the Securities or this Guaranty of any cash, property or securities. Before any payment may be made by, or on behalf of, the Company or any Subsidiary Guarantor on any Security or on or in relation to this Guaranty to the Holders, the Trustee on their behalf or any Subsidiary Guarantor, in connection with any such casedissolution, proceeding, dissolutionwinding up, liquidation or other winding up or event. In the event thatreorganization, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security or Coupon shall have received any payment or distribution of assets of or securities for the Trust Company or the Corporation, as the case may be, any Subsidiary Guarantor of any kind or character, whether in cash, property or securities, including to which the Holders, the Trustee on their behalf or any Subsidiary Guarantor would be entitled, but for the provisions of this Article IV, shall be made by the Company, a Subsidiary Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution which may be payable or deliverable by reason the Holders, the Trustee or any Subsidiary Guarantor if received by them or it, directly to the COFACE Agent for the benefit of the payment holders of any other indebtedness of such Company being subordinated to the payment of the Securities or Coupons, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of such Company for application to the payment of all Senior Indebtedness remaining unpaidDebt, to the extent necessary to pay all such Senior Indebtedness Debt in full, in cash, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of such Senior Indebtedness. For purposes Debt.
(b) To the extent any payment of this Article onlySenior Debt (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person from the holders of the Senior Debt, the words "Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.
(c) In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment or distribution of assets or securities of the Company or any Subsidiary Guarantor of any kind or character, whether in cash, property or securities" , shall be received by the Trustee, any Holder or any Subsidiary Guarantor at a time when such payment or distribution is prohibited by clause (a) above and before all obligations in respect of Senior Debt are indefeasibly paid in full, in cash, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the COFACE Agent for the benefit of the holders of Senior Debt, for application to the payment of all such Senior Debt remaining unpaid, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.
(d) For purposes of this Section 4.03, the words “cash, property or securities” shall not be deemed to include shares (so long as the effect of stock this clause is not to cause the Securities, or beneficial interest any rights of the Trust Holders, the Trustee and the Subsidiary Guarantors in respect of this Guaranty to be treated in any case or proceeding or similar event described in this Section 4.03 as part of the Corporation, same class of claims as the case may be, as reorganized Senior Debt or readjustedany class of claims pari passu with, or senior to the Senior Debt) for any payment or distribution, securities of such Company any Subsidiary Guarantor or any other corporation provided for by a plan of reorganization or readjustment which that are subordinated in right of payment subordinated, at least to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, that the Securities and Coupons any rights of the Holders, the Trustee and the Subsidiary Guarantors in respect to this Guaranty are so subordinated as subordinated, to the payment of all Senior Debt then outstanding; provided in this Articlethat (i) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of the COFACE Agent, altered by such reorganization or readjustment. The consolidation of the Trust Company or the Corporation, as the case may be, any Subsidiary Guarantor with, or the merger of such the Company or any Subsidiary Guarantor with or into, another Person corporation or the liquidation or dissolution of such the Company or any Subsidiary Guarantor following the conveyance sale, conveyance, transfer, lease or transfer other disposition of all or substantially all of its properties property and assets substantially as an entirety to another Person corporation upon the terms and conditions set forth provided in Article Eight Section 8.1 of the Original Indenture or Section 3.11 of this Guaranty shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors liquidation or marshalling of assets and liabilities of such Company reorganization for the purposes of this Section 4.03 if the Person formed by such consolidation or into which such Company is merged or the Person which acquires by conveyance or transfer such properties and assets substantially an entirety, as the case may be, other corporation shall, as a part of such consolidation, merger, conveyance or sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the conditions set forth stated in Article Eightthe Section 8.1 of the Original Indenture and Section 3.11 of this Guaranty, as applicable.
Appears in 1 contract