Liquidation Committee. The joint venture will establish a liquidation committee which shall consist of seven (7) members. The parties shall respectively appoint the members of the liquidation committee in proportion to the directors respectively appointed by them. The liquidation committee may evaluate and liquidate the assets of the joint venture as per the applicable Chinese laws and regulations, based on the value to continue the operation of the joint venture, with reference to the market value of the similar companies in the industry and in accordance with the evaluation principles generally recognized in the world. The liquidation committee may engage the competent experts to assist its work if it deems it necessary.
Liquidation Committee. If the Company is to be liquidated pursuant to this Agreement, a liquidation committee shall be established to formulate liquidation procedures (the “Liquidation Committee”). The Liquidation Committee shall consist of four (4) members, two (2) appointed by Iveco and two (2) appointed by Nikola. The Parties may appoint or hire accountants, legal or other advisors as members of, or to render advice to, the Liquidation Committee. The Parties shall jointly appoint a chairman and the vice-chairman of the Liquidation Committee. Any decisions made or actions taken by the Liquidation Committee may only be made or taken upon the unanimous vote of all of its members. The Liquidation Committee shall (i) assess and evaluate the assets and liabilities of the Company and may, for such purpose, appoint any relevant advisors as it sees fit including an independent accounting firm of internationally recognized standing, an independent investment bank of internationally recognized standing and an independent law firm of internationally recognized standing (collectively referred to herein as “Advisors”), (ii) determine the best manner of liquidating the assets and liabilities of the Company in accordance with the liquidation principles attached as Exhibit 15.1 (the “Liquidation Principles”) and consult in good faith with the Parties with respect thereto, and (iii) fulfill all other tasks assigned to it by the Board and under applicable Laws.
Liquidation Committee. (a) The Company shall set up a liquidation committee to carry out the dissolution and liquidation of the Company. The liquidation committee shall comprise of at least one representative of each of the Parties and such other persons (including professional advisors) as permitted or required under applicable law. The liquidation committee may exercise the following functions and powers during the process of liquidation:
(1) preparing balance sheet and list of properties and assets of the Company, and preparing the liquidation plan of the Company;
(2) notifying creditors of the Company by mail or public announcement;
(3) disposing and liquidating the properties and assets of the Company;
(4) handling and terminating any unfinished business activities of the Company;
(5) paying off outstanding taxes and the taxes, costs and expenses incurred in the process of liquidation;
(6) claiming and asserting creditor rights of the Company and discharging the debts and other liabilities of the Company in accordance with applicable laws;
(7) disposing the remaining properties and assets after all debts and liabilities have been repaid and discharged;
(8) accounting for and distributing remaining properties and assets, and the proceeds realized from the disposal of such properties and assets to the Parties; and
(9) representing the Company in legal proceedings.
(b) The liquidation committee shall notify the creditors of the Company in such manner and within such timeframe as required under applicable laws.
(c) The liquidation committee shall after having prepared the balance sheet and list of properties assets of the Company, submit the same to the Parties. Party B may notify the liquidation committee in writing such properties or assets of the Company (including but not limited to testing equipment, intellectual property rights and customer contracts) that it wishes to acquire, and be entitled to a pre-emptive right to acquire such properties and assets through the asset disposal and liquidation procedure administered by the liquidation committee, provided that where a valid offer for any such property or asset has been received from a third party, Party B shall exercise such pre-emptive right on terms and conditions taken as a whole that are not less favorable to Party A than those offered by such third party.
(d) During the liquidation procedure, the Company shall continue to exist but shall not carry out any business or trading activities other than such activities str...
Liquidation Committee. (a) If the Company is to be liquidated in accordance with Section 12.4, the Parties shall establish a liquidation committee (“Liquidation Committee”) pursuant to PRC Laws. The costs and expenses of the Liquidation Committee shall be paid by the Company.
(b) Upon completion of the liquidation of the Company, the Liquidation Committee shall prepare a liquidation report, which shall be submitted to the Shareholders’ Meeting for confirmation, and the Company shall then complete the de- registration procedures with the Registration Authority.
Liquidation Committee. (a) Upon the early termination of the Company, the Board shall formulate liquidation procedures and principles, publish an announcement of the liquidation in accordance with relevant regulations, provide written notice of the liquidation to creditors of the Company and establish a liquidation committee ("Liquidation Committee"). The Liquidation Committee shall be composed of five members. Party A shall have the right to appoint two members and Party B shall have the right to appoint three members of the Liquidation Committee. Within ten Business Days after the Board adopts a motion to dissolve the Company, each Party shall deliver a notice to the other Parties stating the names of the members that it has appointed to the Liquidation Committee pursuant to its right set forth in this Section 18.2(a) and shall attach to such notice documentation evidencing that each such member has consented to serve on the Liquidation Committee. If any Party ("Non-Appointing Party") fails to deliver such notice within such ten Business Day period, then such Party shall forfeit its right to appoint any members to serve on the Liquidation Committee and each Party that has delivered such a notice shall have a proportional right to appoint the remaining members to the Liquidation Committee such that the total number of members shall equal five. Each member shall have one vote. A quorum for convening a meeting of the Liquidation Committee shall be five members. If such quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting shall be adjourned to such place and time (which is at least ten days later or such earlier date as shall be agreed by all of the members of the Liquidation Committee) as the members who did attend shall decide. If a quorum is not present within one hour after the time appointed for such adjourned meeting, any number of members of the Liquidation Committee shall constitute a quorum. All decisions of the Liquidation Committee shall be adopted by simple majority vote. The Company shall deliver to each member of the Liquidation Committee written notice of each meeting of the Liquidation Committee at least ten Business Days prior to the date of such meeting or such shorter period as agreed by all of the members of the Liquidation Committee. Equity Joint Venture Contract
(b) The tasks of the Liquidation Committee shall be to conduct a thorough survey of the property, claims and debts of the Company, draw up a ...
Liquidation Committee. The Board of Directors shall form a Liquidation Committee, comprised of three (3) members appointed by Party A, three (3) members appointed by Party B and three (3) members appointed by Party C (the "Liquidation Committee"). The Liquidation Committee shall conduct a thorough examination of the assets and liabilities of the Company and develop a liquidation plan in compliance with this Contract and with relevant laws and regulations of the People's Republic of China for the liquidation of the Company. No member of the Liquidation Committee shall have the power to take any action binding on the Liquidation Committee or on the Board of Directors or the Company without the express authorization and the unanimous consent of the entire Liquidation Committee. All actions of the Liquidation Committee shall require the unanimous approval of the entire Liquidation Committee. The Liquidation Committee will value and liquidate the Company's assets based on the actual circumstances of the Company valued as a going concern, so as to cause the Parties to receive the then market value for the assets. The final liquidation plan shall be unanimously approved by the entire Liquidation Committee.
Liquidation Committee. The liquidation of the Company shall be carried out by a committee (the “Liquidation Committee”), which shall be appointed by the Board and shall comprise at least one of each Major Shareholder’s appointed Directors and/or other qualified persons. The Liquidation Committee shall have the power and authority to represent the Company in all legal matters concerning the liquidation and will be responsible for the valuation and liquidation of the Company’s assets in accordance with applicable Hong Kong Law and the principles set forth in this Agreement. The Liquidation Committee shall use best endeavors to realize, upon the sale of all of the assets of the Company, the going concern value of the Company based upon the actual circumstances of the Company, taking into account the market value of companies in similar industries and internationally accepted principles relevant to the determination of going concern value.
Liquidation Committee. The board of directors shall set up a liquidation committee within 15 days following the commencement date of the liquidation to carry out the liquidation procedures in accordance with relevant laws and regulations.
Liquidation Committee. The Liquidation Committee, whether appointed pursuant to Article 20.4 or Article 21.4 above, shall apply the assets of the Company to satisfy the Company’s liabilities, including all liabilities owed by the Company to Party A or Party B. Thereafter, the remaining assets of the Company may be distributed to the Parties in accordance with the ratio of their capital contributions; provided, however, that any property to be distributed to the Breaching Party (as Breaching Party is defined in Article 21.1 above) may be used to pay for the damages sustained by the Performing Party. Damages payable to Party B shall be paid in foreign exchange. Party B’s share of distribution shall be paid in foreign exchange, to the extent available in the Company. However, the Parties may elect to receive their respective share of distribution of assets in kind, including machinery and equipment, with Party A being given preference with respect to machinery and equipment made in China and Party B being given preference With respect to machinery and equipment made outside of China. The Liquidation Committee shall value all the assets of the Company on a fair market value basis.
Liquidation Committee. In the event of a dissolution and liquidation event, the Board shall establish a liquidation committee (the “Liquidation Committee”) within fifteen (15) days from the occurrence of such dissolution and liquidation event. The Liquidation Committee shall in principle consist of all of the existing directors of the Company at the time, unless otherwise required by applicable Law and the court of competent. The chairman of the Board shall serve as the chairman of the Liquidation Committee. The Liquidation Committee shall conduct a thorough survey of the property, claims and debts of the Company, to draw up a balance sheet and inventory of assets, to propose a basis for the valuation of the Company and to perform such other duties and responsibilities as set forth in the relevant provisions of the Company Law.
