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liquidation, dissolution or winding up (the
“Participating Preferred Liquidation Preference”),
before any payment shall be made or any assets
distributed to the holders of Participating Junior
Securities. * * *
(ii) Additional Rights Upon Liquidation. In
addition to the Participating Preferred Liquidation
Preference, each holder of shares of Participating
Preferred Stock will be entitled to participate on a
pro rata basis with holders of shares of the Common
Stock in any distribution of the assets of the
corporation upon liquidation, winding up or
dissolution.
* * * * * * *
(g) Redemption.
(i) Redemption by the Corporation.
(A) After (i) June 30, 2018, (ii) the
insolvency, liquidation, bankruptcy or any similar
event, of CBM Acquisition Parent Co. (hereinafter
referred to as “MB Parent”), (iii) any threatened or
actual involuntary transfer or disposition by MB Parent
of any shares of Participating Preferred Stock,
(iv) any threatened or actual involuntary transfer or
disposition by MB Parent of any shares of Voting
Preferred Stock or (v) any failure of Liberty Bell I,
LLC (or a successor thereof) or its manager to make
distributions contemplated by Section 15 of the Limited
Liability Company Agreement of Liberty Bell I, LLC
dated as of July __, 1998 * * * (each of the events
described in clauses (ii) through (v), a “Trigger
Event”), the corporation may, at its option, redeem,
out of funds legally available therefor, in the manner
provided in Section 3(g)(iii)(A) of Article V, all, but
not less than all, of the shares of Participating
Preferred Stock, at a redemption price per share,
payable in cash, equal to the dollar amount derived
from the EBITDA Formula (as defined below).
(B) “EBITDA Formula” means (x)(I) 8.5
multiplied by Trailing Four Quarter EBITDA less
(II) Debt less (III) the aggregate Stated Value of the
Voting Preferred Stock multiplied by (y).01 divided by
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