Anti-Dissolution Sample Clauses

Anti-Dissolution. The Seller shall not, at any time during the Designated Period, (i) dissolve or liquidate itself or its assets (voluntarily, involuntarily or otherwise), (ii) make any election to be, or permit itself or its assets to be, dissolved or liquidated (voluntarily, involuntarily or otherwise) or (iii) commence any proceedings or take any other action with the intent or effect of causing itself or its assets to be dissolved or liquidated (voluntarily, involuntarily or otherwise) or directly or indirectly facilitating any dissolution or liquidation of itself or its assets (whether voluntary, involuntary or otherwise). “Designated Period” means the period commencing on the Closing Date and ending on the latest of (A) the seventh anniversary of the Closing Date, (B) the date as of which any Indemnification claim that remains unresolved on or after such seventh anniversary is fully and finally resolved, (C) the date as of which any claim for indemnification, compensation or reimbursement against the Seller under the Registration Rights Agreement that remains unresolved on or after such seventh anniversary is fully and finally resolved and (D) the date as of which all obligations and Liabilities that may be owed to the Seller under the Reversionary Asset Transfer Agreement, and all obligations and Liabilities that may be owed to the Seller, the SRC and/or the Seller Members under the Reversionary Letter Agreement, have been fully performed and discharged. Nothing in this Section 11.1(g) shall limit any of the Purchaser’s rights, or any of the Seller’s obligations, under Section 11.9.
Sample 1
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Anti-Dissolution. So long as any of the Obligations remain outstanding, Pledgor shall not permit its dissolution or termination and shall not take any action towards that end, except upon the express prior written consent of Lender.
Sample 1
Anti-Dissolution. 40 Section 10.2. Performance Ratchet ............................... 41 Section 10.3. Restrictions on Dividends ......................... 41 Section 11. MISCELLANEOUS Section 11.1. Public Announcements .............................. 42 Section 11.2. No Third Party Beneficiaries ...................... 42 Section 11.3. Default ........................................... 42 Section 11.4. Notices ........................................... 42 Section 11.5. Governing Law ..................................... 42 Section 11.6. Waivers ........................................... 42 Section 11.7. Headings .......................................... 43 Section 11.8. Severability ...................................... 43 Section 11.9. Binding Effects ................................... 43 Section 11.10. Counterparts ...................................... 43 Section 11.11. Execution of Document ............................. 43 Section 11.12. Expenses .......................................... 43 Section 11.13. Construction ...................................... 44 Section 11.14. Incorporation of Exhibits and Schedules ..................................... 44 Section 11.15. Entire Agreement .................................. 44 Schedules
Sample 1

Related to Anti-Dissolution

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • Liquidation; Dissolution If the Company shall dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise this Warrant effective as of the date of such dissolution, liquidation or winding up. If any such dissolution, liquidation or winding up results in any cash distribution to the Holder in excess of the aggregate Exercise Price for the shares of Common Stock for which this Warrant is exercised, then the Holder may, at its option, exercise this Warrant without making payment of such aggregate Exercise Price and, in such case, the Company shall, upon distribution to the Holder, consider such aggregate Exercise Price to have been paid in full, and in making such settlement to the Holder, shall deduct an amount equal to such aggregate Exercise Price from the amount payable to Holder.

  • Early Dissolution The first to occur of any of the following events is an "Early Dissolution Event," upon the occurrence of which the Trust shall dissolve:

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Effective Date of Dissolution Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act and the Certificate is cancelled.

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