Dissolution or Reorganization Clause Samples
The Dissolution or Reorganization clause outlines the procedures and conditions under which a company or partnership may be dissolved or undergo significant structural changes, such as mergers or reorganizations. Typically, this clause specifies the required approvals, notice periods, and the process for distributing assets or liabilities among stakeholders. For example, it may require a majority vote of members or shareholders before dissolution can proceed, and detail how remaining assets are to be allocated. Its core practical function is to provide a clear and orderly framework for winding down or restructuring the entity, thereby minimizing disputes and ensuring all parties understand their rights and obligations during such transitions.
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Dissolution or Reorganization. In the event of the dissolution or total or partial liquidation of the Bank, the Trustees shall receive the money, securities, rights or property to which the holders of such shares of Common Stock are entitled and shall distribute the same ratably among the registered holders of Voting Trust Certificates in proportion to their interests, and, immediately following such distribution, this Agreement and the voting trust established hereunder shall terminate. If the Bank is merged or consolidated with another corporation, or if all or substantially all of the assets of the Bank are transferred to another corporation, then for all purposes of this Agreement such successor corporation shall be treated as if its shares had been originally deposited hereunder, and the Trustees shall receive and hold under this Agreement any shares of such successor corporation received on account of their ownership as trustees of shares of Common Stock deposited hereunder prior to such merger, consolidation or transfer.
Dissolution or Reorganization. As provided in the Plan, if the Company is a party to a Reorganization Event in which the Company is not the surviving corporation, the Restricted Stock Award may be assumed or substituted with substantially equivalent awards by the acquiring or succeeding corporation in the Committee’s discretion. To the extent the Restricted Stock Award is not assumed by the acquiring or succeeding corporation, the Committee may provide that (1) the Restricted Stock Award will vest in whole or in part prior to or upon consummation of the Reorganization Event, or (2) that the Restricted Stock Award will be terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the realization of the Participant’s rights as of the date of the occurrence of the Reorganization Event (and if as of the date of the occurrence of the Reorganization Event the Committee determines in good faith that no amount would have been attained upon the realization of the Participant’s rights, then such Restricted Stock Award may be terminated by the Company without payment).
Dissolution or Reorganization. Prior to dissolution, liquidation, merger, consolidation, or reorganization of the Company, (the "Event"), the Board may decide to terminate each outstanding option. If the Board so decides, each option shall terminate as of the effective date of the Event, but the Board shall suspend the exercise of all outstanding options a reasonable time prior to the Event, giving each Optionee not less than fourteen days written notice of the date of suspension, prior to which an Optionee may purchase in whole or in part the Option Shares available to him as of the date of receipt of the notice. If the Event is not consummated, the suspension shall be removed and all options shall continued in full force and effect.