Consent to Dissolution Clause Samples

The 'Consent to Dissolution' clause establishes the requirement that certain parties must agree before a company or partnership can be formally dissolved. Typically, this clause outlines which members, shareholders, or partners must provide their consent—such as a majority or unanimous vote—before dissolution proceedings can begin. For example, in a partnership, all partners may need to sign off, or in a corporation, a specified percentage of shareholders might be required. The core function of this clause is to ensure that dissolution is a deliberate and collectively agreed-upon action, preventing unilateral decisions and protecting the interests of all stakeholders involved.
Consent to Dissolution. Notwithstanding anything contained in Section 7.04, or otherwise, under the Credit Agreement, the Administrative Agent and Lenders hereby consent to the Borrower dissolving, liquidating or otherwise winding up its Subsidiary (or otherwise consenting to, permitting or causing, such dissolution, liquidation or other wind up), INTL Global Currencies LTD., a company formed under the laws of England and Wales, with a registration number 5156834.
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Consent to Dissolution. Banks hereby consent to the dissolution of CHI Finance Corp., an Arizona corporation, as described in Section 5.1(a). Contemporaneously herewith, Borrower is dissolving the following Guarantors, and Banks hereby consent to the dissolution of such Guarantors in accordance with the dissolution documents approved by Agent pursuant to Section 8.7 of this Agreement: Acheter, Inc., a Texas corporation, Continental Homes of Texas, Inc., a Texas corporation, Milburn Investments, Inc., a Texas corporation, Miltex Managemen▇, ▇▇▇., a Texas corporation, Miltex Mortgage of Texas Limited Partnership, a Texas limited partnership, R.O.S. Corporation, a Texas corporation, and Settlement Corporation, a Texas corporation. Such consent shall not constitute a consent to any dissolution of any other entity except as may be specifically permitted under the Credit Agreement. Upon the dissolution of each such Guarantor, such Guarantor shall be deleted automatically from the definition of "Guarantors" in Article I of the Credit Agreement.
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Consent to Dissolution. The Agent and the Bank hereby consent to the dissolution of each of MEC, Solutions, MSS, Close Outs, MEC Internet Services, Inc., 47 Computers, Odd Lots and Almost New.
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Consent to Dissolution. In addition, so long as E Cig Licensing, LLC (as defined in the PNC Credit Agreement) has no operations or material assets, Borrower may cause the dissolution of E Cig Licensing, LLC in accordance with the terms and provisions set forth in the PNC Amendment. IT IS MUTUALLY AGREED by and between the parties hereto that this Amendment shall become a part of the Agreement by reference and that nothing herein contained shall impair the security now held for said indebtedness, nor shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Agreement, except as herein amended, nor affect or impair any rights, powers or remedies under the Agreement, as hereby amended. Furthermore, M&T does hereby reserve all rights and remedies it may have against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the indebtedness evidenced by the M&T Loan Documents in addition to any other rights and remedies M&T may have under the Agreement or any of the other M&T Loan Documents. GPM promises and agrees to pay and perform all of the requirements, conditions and obligations under the terms of the M&T Loan Documents and the Agreement, as hereby modified and amended, said documents being hereby ratified and affirmed. The execution and delivery hereof shall not constitute a novation or modification of the lien, encumbrance or security title of any security instrument executed in connection with the M&T Credit Facilities, which security instruments shall retain their priority as originally filed for record. GPM expressly agrees that the M&T Loan Documents and the Agreement are in full force and effect and that GPM has no right to setoff, counterclaim or defense to the payment thereof. Any reference contained in the Agreement, as amended herein, or in any of the M&T Loan Documents to the Agreement shall hereinafter be deemed to be a reference to such document as amended hereby. This Amendment shall be closed without cost to M&T and all expenses incurred in connection with this closing (including, without limitation, all attorneys’ fees) are to be paid by GPM. M&T is not providing legal advice or services to GPM. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws. This Amendment shall be binding upon and inure to the benefit of any assignee or the respective heirs, executors, administrators,...
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Consent to Dissolution. StorMedia agrees that at such time that AII is dissolved or liquidated, it shall, at the request of Parent, provide acknowledgment of AII's release of all obligations under the Agreement, so long as Parent is then still obligated as guarantor and indemnitor hereunder.
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Related to Consent to 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.

  • Notice of Dissolution In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

  • Liquidation; Dissolution; Bankruptcy (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

  • 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.

  • Early Dissolution 33 Section 9.03. Termination..................................................................................33 Section 9.04. Liquidation..................................................................................33 Section 9.05. Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................35 ARTICLE X