Dissolution of Holdings Sample Clauses

Dissolution of Holdings. Immediately following the Exchange, and as part of this Reorganization Agreement, Holdings shall dissolve in accordance with Section 275 of the Delaware General Corporation Law. Upon such dissolution, Holdings shall liquidate by distributing all of its assets to its stockholders pursuant to a plan of dissolution and liquidation (the "Plan of Dissolution", attached hereto as Exhibit B).
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Dissolution of Holdings. Holdings shall have transferred to Minserco the Equipment Lease Agreement, dated as of November 7, 2001 between Holdings and BCC Equipment Leasing Corporation and the Limestone Extraction Agreement, dated as of July 2, 2001 (as amended by the First Amendment to Limestone Extraction Agreement, dated September 30, 2002) among Holdings, Bahama Rock Ltd. and Xxxxxx Xxxxxxxx Materials, Inc., distributed its remaining assets to American Industrial Partners Capital Fund II and shall have been dissolved;
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Dissolution of Holdings. LLC and Distribution of its Assets. Not later than immediately prior to the closing of the Initial Public Offering, Holdings LLC shall, pursuant to the terms and conditions of the LLC Agreement and the Delaware Limited Liability Company Act, dissolve and distribute its assets.
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Dissolution of Holdings. To the extent ACTV owns any interest in any subsidiaries other than Financing and Holdings, all of such interest in such subsidiaries shall be owned by Holdings or a direct or indirect subsidiary of Holdings so long as any Preferred Shares are outstanding. At such time as there are no Preferred Shares outstanding, ACTV shall not be required to continue the existence of Holdings.
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Related to Dissolution of Holdings

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Dissolution and Liquidation (Check One)

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Distributions on Dissolution and Winding Up Upon the dissolution and winding up of the Company, after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, all available proceeds distributable to the Members as determined under Section 11.02 shall be distributed to all of the Members to the extent of the Members' positive Capital Account balances.

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