Common use of Company Following Buy-Out Clause in Contracts

Company Following Buy-Out. In the event of a Buy-Out pursuant to this Section 1.2, the Company will not be dissolved if, in the discretion of the Board, it should continue to exist for the purpose of maintaining Third Party Contracts and/or receiving payments from Third Parties that may become due to the Company following the completion of the Buy-Out, making tax and other distributions, filing tax and other required reports and conducting any activity necessary for the purpose of dissolving the Company pursuant to Section 10 (the “Post Buy-Out Activities”). In the event the Company is not dissolved following the completion of a Buy-Out pursuant to this Section 1.2, the Company will be prohibited from engaging in any activities other than the Post Buy-Out Activities, and any assets acquired by the Company after the completion of the Buy-Out will be distributed as determined by the Managing Board, unless otherwise distributable under then-existing agreements.

Appears in 3 contracts

Samples: Founding Investor Rights Agreement (Regulus Therapeutics Inc.), Founding Investor Rights Agreement (Alnylam Pharmaceuticals, Inc.), Founding Investor Rights Agreement (Isis Pharmaceuticals Inc)

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Company Following Buy-Out. In the event of a Buy-Out pursuant to this Section 1.29.3, the Company will not be dissolved if, in the discretion of the Managing Board, it should continue to exist for the purpose of maintaining Third Party Contracts and/or receiving payments from Third Parties that may become due to the Company following the completion of the Buy-Out, making tax and other distributions, filing tax and other required reports and conducting any activity necessary for the purpose of dissolving the Company pursuant to Section 10 (the “Post Buy-Out Activities”). In the event the Company is not dissolved following the completion of a Buy-Out pursuant to this Section 1.29.3, the Company will be prohibited from engaging in any activities other than the Post Buy-Out Activities, and any assets acquired by the Company after the completion of the Buy-Out will be distributed as determined by the Managing Board, unless otherwise distributable under then-existing agreements.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Isis Pharmaceuticals Inc), Limited Liability Company Agreement (Alnylam Pharmaceuticals, Inc.)

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