Distributions Upon Dissolution or Liquidation Sample Clauses

Distributions Upon Dissolution or Liquidation of the ---------------------------------------------------- Partnership. Upon the earlier of (i) the dissolution of the Partnership as ----------- provided by Section 13.1 above, or (ii) the Liquidation of the Partnership, the General Partner (or, if none, a special liquidator appointed by Limited Partners owning not less than fifty percent (50%) of the Percentage Interests) shall immediately commence to wind up the Partnership's affairs and, except as provided below, shall distribute all the assets of the Partnership in liquidation as soon as practicable. In connection with winding up the Partnership's affairs, the General Partner (or, if none, the special liquidator appointed by the Limited Partners) shall have the authority to sell any assets of the Partnership then on-hand for such price and on such commercially reasonable terms and conditions as such General Partner (or special liquidator) shall determine in its reasonable discretion, and distribute the proceeds thereof in liquidation, and/or distribute all or any portion of such assets to the Partners in-kind. In the event that any assets are to be distributed in- kind, the General Partner (or special liquidator) shall have the right to select the assets to be distributed to each of the Partners, and may distribute any such assets proportionately or non-proportionately to or among the Partners except that, if such assets are distributed "in-kind" then, upon the request of any Partner, the fair market value of any such assets to be distributed in-kind shall be established by an appraisal prepared by a qualified appraiser selected by the General Partner and approved by Partners holding in the aggregate not less than seventy-five percent (75%) of the Percentage Interests; and provided that the aggregate distributions of cash and property to each of the Partners (based on the net fair market value of property distributed in-kind) does not exceed the aggregate amount to which each such Partner would otherwise be entitled had all Partnership property otherwise to be distributed in-kind been first converted into cash; and provided further that if property and cash are to be distributed among the Partners, any such property and cash shall be distributed among the Partners in accordance with Section 10.1 above. In the event of the Liquidation of the Partnership, except as provided below, all assets of the Partnership to be distributed to the Partners shall be distributed in liquidation no later than the last ...
AutoNDA by SimpleDocs
Distributions Upon Dissolution or Liquidation of the ---------------------------------------------------- Partnership. Upon the earlier of (i) the dissolution of the Partnership as ----------- provided by Section 13.1 above, or (ii) the
Distributions Upon Dissolution or Liquidation of the ---------------------------------------------------- Partnership. Upon the earlier of (i) the dissolution of the Partnership as ----------- provided by Section 13.1 above, or (ii) the Liquidation of the Partnership, the General Partner (or, if none, a special liquidator appointed by Limited Partners owning a majority of the Percentage Interests) shall immediately commence to wind up the Partnership's affairs and, except as provided below, shall distribute all the assets of the Partnership in liquidation as soon as practicable. In connection with winding up the Partnership's affairs, the General Partner (or, if none, the -44-

Related to Distributions Upon Dissolution or Liquidation

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

  • 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.

  • Distribution on Dissolution and Liquidation In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Liquidation Upon Dissolution Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Liquidation; Dissolution If the Company shall dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise this Warrant effective as of the date of such dissolution, liquidation or winding up. If any such dissolution, liquidation or winding up results in any cash distribution to the Holder in excess of the aggregate Exercise Price for the shares of Common Stock for which this Warrant is exercised, then the Holder may, at its option, exercise this Warrant without making payment of such aggregate Exercise Price and, in such case, the Company shall, upon distribution to the Holder, consider such aggregate Exercise Price to have been paid in full, and in making such settlement to the Holder, shall deduct an amount equal to such aggregate Exercise Price from the amount payable to Holder.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Time is Money Join Law Insider Premium to draft better contracts faster.