Change of Control and Dissolution Sample Clauses

Change of Control and Dissolution. It will furnish the information and enter into the agreements referred to in Sections 10.08, 10.10, 10.11 and 11.02(d) of the Partnership Agreement to be furnished or entered into by such Parent on a timely basis. SECTION 5.02. Parent Undertaking as to Affiliated Partner Obligations. Each Parent agrees with the other Parent that it shall cause all covenants, conditions, representations, warranties and agreements to be performed or observed by such Parent's Affiliated Partner expressly set forth in Sections 6.01, 10.01, 10.02, 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.10, 10.11 and 11.02 of the Partnership Agreement to be fully and faithfully observed, and shall not cause or permit to exist (i) an Event of Default under paragraph (a) or (b) of the definition of such term in Appendix A with respect to such Affiliated Partner or (ii) except as otherwise permitted pursuant to the Partnership Agreement, any event of dissolution of the Partnership caused by such Affiliated Partner (other than, in each case (i) and (ii), a Bankruptcy Event of such Affiliated Partner resulting from its status as a general partner of the Partnership or acts or omissions in its capacity as such). Nothing in Section 5.01 or in this Section 5.02 shall be construed to create any right in any Person other than a Parent. SECTION 5.03.
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Related to Change of Control and Dissolution

  • Termination and Dissolution of the contract

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until December 31, 2039, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

  • Duration and Dissolution The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

  • 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.

  • Mergers and Dissolutions (a) Enter into a transaction of merger or consolidation, except that:

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

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