Liquidation and Dissolution of Seller Sample Clauses

Liquidation and Dissolution of Seller. Purchaser acknowledges that Seller filed a certificate of dissolution with the Secretary of State of the State of Delaware pursuant to §275 of the Delaware General Corporation Law (the “DGCL”) on March 7, 2013 and that in connection therewith Seller is in the process of liquidating its assets and intends to distribute any excess cash to Seller’s stockholders as promptly as practicable in accordance with the DGCL. Purchaser acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Seller’s obligations under this Agreement shall in no way form the basis of any claim by Purchaser or otherwise serve to prevent or delay Seller’s liquidation of assets and distributions to stockholders, including of the Purchase Price, following the Closing.
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Liquidation and Dissolution of Seller. (a) Promptly after receipt thereof, Seller shall distribute to its stockholders, in complete liquidation of Seller and in exchange for and in complete cancellation and redemption of their shares of Seller Common Stock, the shares of Buyer Common Stock received by Seller pursuant to P. 1 of this Agreement. The shares of Buyer Common Stock so received by Seller shall be reissued as follows: Xxxxx X. Xxxxxx-25,500 shares; Xxxx X. Xxxxxx-3,975 shares; Xxxx X. Xxxxxx-12,500 shares; Laussade Trust-7,500 shares; Xxxxxxx Xxxxxxx-500 shares; Xxxxx Xxxxxxxx-25 shares.
Sample 1
Liquidation and Dissolution of Seller. . . 4 Section 3.5.
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Liquidation and Dissolution of Seller. The Seller agrees that in compliance with the applicable laws of the State of Texas it shall call, not later than December 28, 1995, a meeting of its sole shareholder. The special meeting shall be called for the purpose of approving the liquidation and dissolution of the Seller. Promptly on or after the Closing Date, the Seller agrees to proceed with due diligence to wind up its affairs, liquidate, and distribute its remaining assets, including the shares of common stock of Buyer received pursuant to the exchange, and voluntarily dissolve.
Sample 1
Liquidation and Dissolution of Seller. Seller shall in compliance with the applicable laws of the State of Texas, duly call a special meeting of the holders of its capital stock entitled to vote thereon for the purpose of approving this Agreement, the transfer of its assets to the Buyer, and the change of name and liquidation and dissolution of the Seller hereinafter provided for. Seller shall use its best efforts to cause its shareholders to adopt this Agreement, the transfer of its assets, changing its name, and its liquidation and distribution. Immediately after the Closing, Seller shall take all action required to change its name to one which will not be confused with the present name of the Seller and Seller will initiate proceedings to dissolve its corporate existence and liquidate its affairs as soon as practical. Seller will promptly liquidate and distribute to its stockholders, in liquidation of the assets as contemplated herein and in accordance with a plan of liquidation and distribution to be adopted by the Board of Directors of Seller prior to the Closing Date (a copy of which will be supplied prior to the Closing Date to the Buyer's counsel), the shares of Arguss Stock (and right to receive Arguss Stock) delivered by the Parent to Seller.
Sample 1
Liquidation and Dissolution of Seller. Seller shall promptly adopt a plan of complete liquidation and dissolution and pursuant thereto, shall distribute to Shareholder the Consideration and its other remaining assets, after providing for the payment of all its liabilities to Shareholder and shall dissolve under the laws of the state of ____. The liquidation and dissolution shall be completed by no later than one year from the date of Closing.
Sample 1
Liquidation and Dissolution of Seller. (a) If after the Closing Date, Seller shall dissolve and wind up its affairs, such dissolution and winding-up shall be conducted in accordance with and subject to the Organizational Documents of Seller, the TNPCA, Water Code and all other applicable Legal Requirements.
Sample 1
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Liquidation and Dissolution of Seller. Promptly after the Closing Date but not later than thirty (30) calendar days after the Closing Date, Seller shall proceed, and Seller’s Parent shall cause Seller to proceed, with due diligence to wind up Seller’s affairs, liquidate, and distribute Seller’s remaining assets, including the Platinum Exchange Shares received pursuant to the exchange, to Seller’s Parent and voluntarily dissolve Seller. In connection with the winding up of Seller’s affairs, Seller shall proceed promptly after the Closing Date to prepare and file all income Tax Returns and reports required under Applicable Law, covering all periods (or portions of any period) ending on or before the Closing Date for which Tax Returns and reports have not previously been filed. Buyer shall have no obligations or responsibilities in connection with the liquidation and dissolution of the Seller. The Acquisition, including, without limitation, the sale of the Assets to Buyer, shall not be effected in any respect by the failure or delay of the Seller to effect or consummate its liquidation or dissolution.
Sample 1

Related to Liquidation and Dissolution of Seller

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Termination and Dissolution of the contract

  • Duration and Dissolution The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until December 31, 2039, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager, or if none, the Persons or Persons selected by Majority Vote of the Members (the “Liquidator”) shall immediately proceed to wind up the affairs of the Company.

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order:

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Dissolution and Liquidation (Check One)

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