Common use of Liquidation; Dissolution Clause in Contracts

Liquidation; Dissolution. If the Exchange Offer lapses, then each of the Stockholder and the Investors agrees to take and to cause the Company to take any and all necessary action to liquidate and dissolve the Company pursuant to Section 3-403 of the Maryland General Corporation Law, including, without limitation, the following actions: (i) causing a majority of the Board of Directors of the Company to (A) adopt a resolution declaring that the dissolution of the Company is advisable and (B) direct that the proposed dissolution be submitted to a vote of the stockholders of the Company; (ii) causing the Company to give the requisite notice to each stockholder entitled to vote on the proposed dissolution; and (iii) as stockholders of the Company, agreeing to affirmatively vote each of their respective shares of capital stock of the Company in favor of such proposed dissolution.

Liquidation; Dissolution. If the Exchange Offer lapses, then each of the Stockholder and the Investors Investor agrees to take and to cause the Company to take any and all necessary action to liquidate and dissolve the Company pursuant to Section 3-403 of the Maryland General Corporation Law, including, without limitation, the following actions: (i) causing a majority of the Board of Directors of the Company to (A) adopt a resolution declaring that the dissolution of the Company is advisable and (B) direct that the proposed dissolution be submitted to a vote of the stockholders of the Company; (ii) causing the Company to give the requisite notice to each stockholder entitled to vote on the proposed dissolution; and (iii) as stockholders of the Company, agreeing to affirmatively vote each of their respective shares of capital stock of the Company in favor of such proposed dissolution.