Contribution and Liquidation Clause Samples
The 'Contribution and Liquidation' clause defines the rules and procedures for how parties contribute assets, capital, or resources to a business entity and how those assets are distributed if the entity is dissolved or liquidated. Typically, this clause outlines each party's initial and ongoing contributions, the valuation of such contributions, and the order in which assets are distributed upon liquidation, often prioritizing creditors before distributing remaining assets among owners according to their ownership percentages. Its core function is to ensure fairness and clarity in both the funding and winding-up processes, preventing disputes by establishing clear expectations for both contributions and distributions.
Contribution and Liquidation. All assets and properties owned, leased and operated by ILM II Holding and all receivables due to ILM II Holding from any person or entity, in each case shall be transferred, contributed and assigned to the Company, and immediately prior to the Merger, ILM II Holding shall be liquidated or merged with and into the Company in a transaction pursuant to Section 332 of the Code, and as a result of such merger or liquidation, the separate corporate existence of ILM II Holding shall have been terminated and the Company thereupon shall own all of the assets of ILM II Holding.
Contribution and Liquidation. Notwithstanding any other provision of this Agreement, in the event the Company is liquidated within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations but no event set forth in Section 18 has occurred, the property of the Company shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all its property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company, and immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.
Contribution and Liquidation. All assets and properties owned, leased and operated by ILM II Holding and all receivables due to ILM II Holding from any person or entity, in each case shall be transferred, contributed and assigned to the Company, and immediately prior to the Merger, ILM II Holding shall be liquidated or merged with and into the Company in a transaction pursuant to Section 332 of the Code, and as a result of such merger or liquidation, the separate corporate existence of ILM II Holding shall have been terminated and the Company thereupon shall own all of the assets of ILM II Holding. ARTICLE V ADDITIONAL AGREEMENTS
SECTION 5.1 Preparation of S-4 and the Proxy Statements. CSLC, the Trust and the Company shall cooperate to mutually prepare and file with the SEC, as promptly as reasonably practicable after the date hereof, the Form S-4 and each of the Company Proxy Statement and the CSLC Proxy Statement/Prospectus contained therein. The Company and CSLC shall use their best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CSLC, Sub and the Trust also shall take all such lawful action (other than qualifying to do business or subjecting itself to taxation in any jurisdiction in which it is now not so qualified or subject) required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance and payment of the Convertible Securities Consideration and the Company shall furnish all information concerning it and the holders of the Company Common Stock as may reasonably be requested in connection with such action.