Dissolution Process Clause Samples

Dissolution Process. ▇▇▇▇▇▇▇ and TEPS agree that the Company shall be liquidated and dissolved in accordance with Section 12.02 of the LLC Agreement and the Delaware Act. The dissolution will be effected by the Board of Managers, which will remain in place until the dissolution is complete. The Board of Managers will prepare or cause to be prepared and furnish to each Member the statement setting forth assets and liabilities of the Company and the manner in which the Company Property was liquidated and distributed, in accordance with Section 12.02 of the LLC Agreement.

Dissolution Process. The Plan shall dissolve and shall commence winding up and liquidating following the occurrence of a Dissolution Event and distribution of the proceeds thereof. A reasonable time shall be allowed for the orderly liquidation of the assets of the Plan and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendance upon liquidation. Pending the final liquidation of the Plan, Members shall continue to share Profits, Losses, gain, loss and other items of Plan income, gain, loss, or deduction in the manner provided in Articles V and VI.

Dissolution Process. If, at any time prior to the expiration of the Charter:

Dissolution Process. Upon dissolution, all Health Joint Health Board debts and expenses shall be satisfied prior to distribution of any assets to the Member Counties. This paragraph shall not apply to real property and buildings that remained the property of the Member County. Real property purchased by the Joint Health Board and any improvements, buildings, and fixtures upon said property shall have a fair market value established by appraisal prior to the effective date of the dissolution. The Member County in which said real property is located shall have the first right to purchase for the appraised price. In the event that the Member County in which the property is located does not exercise its right to purchase within three (3) months of the effective date of the dissolution, the real property shall be sold and the net proceeds shall be distributed according to the percentage that each Member County contributed to the last budget for the Joint Health Board. If no Member County contributed to the last budget for the Joint Health Board, said distribution shall occur evenly. a. An inventory of all Joint Health Board personal property and equipment shall be compiled in the year preceding the dissolution. Values for said personal property and equipment shall be established by appraisal or, upon agreement of all Member Counties, any other commercially reasonable method. b. The property and equipment shall be distributed to each Member County as follows: i. Each Member County shall be assigned an available credit amount based upon the total value of the property and equipment established above multiplied by the percentage that each Member County contributed to the last annual budget for the Board. If no Member County contributed to the last budget for the Joint Health Board, said distribution shall occur evenly. For example, if a Member County contributed 40% of the last annual budget and the total value of the property and equipment was $100,000, the Member County would have an available credit of $40,000. ii. Each Member County shall alternate selecting items with the initial order selected by drawing numbers. Selection shall occur as follows: 1. The Member County with the first selection in the first round shall select last in the second round, first in the third round, etc. 2. The Member County with the second selection in the first round shall select second to last in the second round, second in the third round, etc. 3. The Member County with the third selection in the fir...

Dissolution Process. BASIS AND PROCESS FOR DISSOLUTION (61) If, at any time prior to the expiration of the Charter: (a) a decision is made not to apply for renewal of the Charter; (b) the student enrollment falls below the minimum limit prescribed by the regulations; (c) the basic terms of the Charter cannot be fulfilled nor satisfactorily amended; or (d) the Charter has been repealed pursuant to the regulations; then the Charter Board will call a special meeting (the “dissolution meeting”) of the Charter Board to determine the effective date of dissolution and to begin planning the dissolution process. (62) Ideally, the effective date of dissolution will coincide with the end of a school year. (63) The dissolution process shall begin immediately following the dissolution meeting and shall be carried out by the Charter Board with the assistance and guidance of the School Council, if necessary. The Charter Board shall use its best efforts to meet financial and other obligations of the school throughout the dissolution process ADVICE TO STAKEHOLDERS (64) Within two weeks of its decision, the Charter Board shall, in accordance with relevant legislation, give written notice to all stakeholders of the decision to dissolve the Charter. Stakeholders include the Minister, the Society members, the teachers and all other employees of the Charter Board, and the parents and students. Notice of dissolution shall provide the reasons for, the effective date of, and the proposed plan for dissolution. DISPOSITION OF PROPERTY AND FINANCES (65) After providing notice to stakeholders as provided above, the Charter Board shall proceed to: (a) provide notice pursuant to any rental agreements for buildings, land, property or facilities; (b) determine a value for any owned buildings, land, property, facilities or other assets; (c) liquidate any owned assets either by public auction or private sale; (d) discharge the liabilities of the school; (e) provide the Society and the Minister with a full accounting of the finances of the school; (f) return any surplus attributable to provincial funding to the Provincial Treasurer; and (g) turn over to the Society any residual funds at which point the Society shall be dissolved in accordance with the Society Bylaws. TRANSFER OF STUDENT RECORDS (66) The Charter Board shall provide each registered student with a transfer of records form to be completed with information regarding the school to which records are to be transferred. Within fourteen days of receipt of...

Dissolution Process. From and after the Effective Date, the Company (or any successor entity of the Company) shall proceed, in a timely manner, to liquidate the Company in accordance with the procedures set forth in Sections 280 and 281(a) of the DGCL. In this respect, the Company shall follow the procedures set forth in Section 280 of the DGCL, and in conformity with the requirements of Section 281(a) of the DGCL: (a) Shall pay the claims made and not rejected in accordance with Section 280(a) of the DGCL; (b) Shall post the security offered and not rejected pursuant to Section 280(b)(2) of the DGCL; (c) Shall post any security ordered by the Delaware Court of Chancery in any proceeding under Section 280(c) of the DGCL; and (d) Shall pay or make provision for all other claims that are mature, known or uncontested or that have been finally determined to be owing by the Company. Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of assets available therefor. Any remaining assets shall be distributed to the common stockholders of the Company; provided, however, that such distribution shall not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to Section 280(a)(3) of the DGCL. In the absence of actual fraud, the judgment of the Board as to the provision made for the payment of all obligations under paragraph (d) of this Section shall be conclusive. Notwithstanding anything contained herein to the contrary, the Company (or any successor entity of the Company) may opt to dissolve the Company in accordance with the procedures set forth in Section 281(b) of the DGCL.

Dissolution Process. Unless otherwise detailed in this Agreement, the Parties agree that VOX shall be liquidated and dissolved according to Sections 12.01-12.03 of the Operating Agreement and the Delaware Limited Liability Company Act as of the Effective Date of this Agreement.

Dissolution Process. The Fencing Consortium may only be dissolved by a joint resolution approved by four-fifths of the then current Members or by a unanimous vote of the entire Board on a dissolution resolution. Dissolution shall not be effective for at least six months from the adoption the resolution unless an earlier dissolution date is approved as part of the resolution. Prior to the effective date of the dissolution, the Board shall use the Fencing Consortium’s assets to pay its outstanding obligations. If the assets on hand are not sufficient to pay all outstanding obligations, the Board shall impose a Member Assessment to collect sufficient funds to pay the outstanding amounts. The Board shall divide the amount needing to be collected by a Member Assessment using the same formula for other Member Assessments. The Fencing Consortium shall not be finally dissolved until its outstanding obligations are paid in full.