Common use of Actions Upon Dissolution Clause in Contracts

Actions Upon Dissolution. (a) Upon an event of dissolution of the Company, the affairs of the Company shall be wound-up in accordance with the following provisions: (i) The Company shall thereafter carry on no business except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company shall have been wound up, including the power to fulfill or discharge the contracts of the Company, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding more than 50% of the total outstanding Interests of the Company entitled to vote. (iii) After paying (or making reasonable provision for the payment of) all liabilities and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company Property, in cash or in kind or partly each, among the Holders according to their Book Capital Accounts. (b) Upon the completion of winding up of the Company's affairs as provided herein, the Directors shall file a certificate of cancellation in accordance with the Act and such Directors shall, subject to the Act thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.

Actions Upon Dissolution. (a) Upon an event of dissolution of the Company, the affairs of the Company shall be wound-up in accordance with the following provisions: (i) The Company shall thereafter carry on no business except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company shall have been wound up, including the power to fulfill or discharge the contracts of the Company, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding more than 50% of the total outstanding Interests of the Company entitled to vote. (iii) After paying (or making reasonable provision for the payment of) all liabilities and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company Property, in cash or in kind or partly each, among the Holders according to their Book Capital Accounts. (b) Upon the completion of winding up of the Company's ’s affairs as provided herein, the Directors shall file a certificate of cancellation in accordance with the Act and such Directors shall, subject to the Act thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.

Actions Upon Dissolution. (a) Upon an event of dissolution of the CompanyCompany or a Series, the affairs of the Company (or Series, as applicable) shall be wound-up in accordance with the following provisions: (i) The Company (or Series, as applicable) shall thereafter carry on no business except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company (or Series, as applicable) and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company (or Series, as applicable) shall have been wound up, including the power to fulfill or discharge the contracts of the CompanyCompany (or Series, as applicable), collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property (or assets belonging to the Series, as applicable) to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property or substantially all of the assets belonging to a particular Series other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding more than 50% of the total outstanding Interests of the Company or Series, as the case may be, entitled to vote. (iii) After paying (or making reasonable provision adequately providing for the payment of) of all liabilities belonging to Company (or the Series subject to termination, as applicable) and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company PropertyProperty or assets belonging to such Series, in cash or in kind or partly each, among the Holders of Interests of the Company (or the Holders of Interests of such Series, as applicable) according to their Book Capital Accounts. In all cases as herein provided, the rights of Holders of Interests in a Series upon termination and liquidation of that Series shall be limited to the assets belonging to that Series. (b) After dissolution of the Company or Series and distribution to the Holders as herein provided, the Company or Series shall terminate, and a majority of the Directors shall execute and lodge among the records of the Company an instrument in writing setting forth the fact of such termination. Upon the completion of winding up termination of the Company's affairs as provided herein, the Directors shall file a certificate of cancellation in accordance with Section 18-203 of the Act and such Directors shall, subject to the Act thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.

Actions Upon Dissolution. (a) Upon an event of dissolution of the CompanyCompany or a Series, unless the Company or Series is continued in accordance with the proviso to Section 10.2 above, the affairs of the Company or Series shall be wound-up in accordance with the following provisions: (i) The Company (or Series, as applicable) shall thereafter carry on no business except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company (or Series, as applicable) and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company (or Series, as applicable) shall have been wound up, including the power to fulfill or discharge the contracts of the CompanyCompany (or Series, as applicable), collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property (or assets belonging to the Series, as applicable) to one or more persons at public or private sale for consideration that which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property or substantially all of the assets belonging to a particular Series other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding more than 50% of the total outstanding Interests of the Company or Series, as the case may be, entitled to vote. (iii) After paying (or making reasonable provision for the payment of) all liabilities belonging to the Series subject of termination and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company PropertyProperty or assets belonging to such Series, in cash or in kind or partly each, among the Holders of such Series according to their Book Capital AccountsAccounts in such Series. In all cases, as herein provided, the rights of Holders of Interests in a Series upon termination and liquidation of that Series shall be limited to the assets belonging to that Series. (b) Upon the completion of the winding up of the Company's affairs as provided herein, the Directors shall file cause a certificate of cancellation to be filed in accordance with Section 18-203 of the Act and such the Directors shall, subject to the Act shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.