Dissolution of Newco. Each Original Party agrees to take such actions as are necessary to cause the dissolution of Newco under Delaware law as soon as practical following execution of this Agreement. (a)
Dissolution of Newco. Within sixty (60) days following the Closing, Seller shall cause Newco to be liquidated and dissolved in accordance with Delaware law. The dissolution of Newco shall have the effect of transferring all of Newco’s assets, including the 45 Units of the Company held by Newco, to Seller. Seller shall take all action necessary to cause Newco to authorize and approve and to execute and deliver the New Operating Agreement at the Closing.
Dissolution of Newco. 11. Any intercompany sub-agreements affecting this joint venture.
Dissolution of Newco. HBMS will cause Newco to be wound up. Upon the winding up of Newco (i) the assets of Consent, Waiver and Amendment No. 3 ----------------------------------- Newco will be distributed to, and the liabilities of Newco will be assumed by, HBMS and (ii) Newco will be dissolved. Following the assumption of Newco's liabilities from HBMS as aforesaid, Terra Canada will demand repayment of the Newco Note from HBMS. HBMS will transfer the Option to Terra Canada in full satisfaction of the Newco Note. The events referred to in this Paragraph 4 shall be concluded no later than the date three days following the sale of the capital stock of Newco to HBMS as described in Paragraph 3 above.
Dissolution of Newco. If the Merger Agreement shall terminate in -------------------- accordance with its terms as in effect from time to time, each Stockholder hereby agrees to take such actions as are necessary or appropriate to dissolve and liquidate Newco, including executing, delivering and filing such documents, agreements and instruments as are necessary or appropriate to dissolve and liquidate Newco.
