Dissolution of the cooperation Sample Clauses

Dissolution of the cooperation. Subject to Article 6.3.3 and Article 6.3.1(g), the cooperation shall be dissolved upon a termination by expiry or a premature termination as follows: (a) DBAG shall have the right and the obligation to keep the Holding as its sole shareholder in accordance with the provisions of this Agreement. A corresponding right of SWX is expressly excluded and shall not be created. (b) For the purposes of a capital reduction, SWX shall have the obligation to transfer all its shares in the Holding to the Holding in accordance with the provisions of Annex 6.3.1(b). As a compensation, the Holding shall pay SWX the value of SWX’s participation in the Holding as at the dissolution date (the Participation Value). This value shall be determined pursuant to Article 2.2(a)(i) to (iii) of Annex 5.2(g) of this Agreement; for this: (i) the Fair Value pursuant to (g) below; and (ii) the net financial liabilities (Nettofinanzverbindlichkeiten) and non-core assets (nicht-betriebsnotwendige Aktiven) based on the Holding’s definitive consolidated balance sheet as at the dissolution date pursuant to Article 5.1 of Annex 6.3.1(b) consistently prepared in accordance with the accounting principles pursuant to Article 3.5.2(c) (and not based on the last consolidated annual accounts of the Holding consistently prepared in accordance with the accounting principles pursuant to Article 3.5.2 (c) prior to the declaration of exercise (Ausübungserklärung)); are to be determined.
Sample 1
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Dissolution of the cooperation. Subject to Article 6.3.3, the cooperation shall be dissolved upon termination as follows: (a) DBAG shall accordingly have the right and the obligation to keep the Holding as its sole shareholder in accordance with the provisions of this Agreement. A corresponding right of SIX Swiss Exchange is expressly excluded and shall not be created. (b) the Holding shall be entitled and obliged in accordance with the conditions set out in Annex 6.3.1
Sample 1

Related to Dissolution of the cooperation

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution of the Issuer Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust Agreement.

  • 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.

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

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