Liquidation of Seller. As soon as practical, but in no event later than 12 months following the Closing Date, Seller will dissolve and liquidate in accordance with applicable law.
Liquidation of Seller. Immediately after Closing, Seller shall file a Certificate of Dissolution with the Office of the Secretary of State of the State of Nevada, pursuant to which Seller shall be dissolved and liquidated in accordance with Sections 78.580 and 78.585 of the Nevada Business Corporation Act. Pursuant to such liquidation and dissolution: each Seller Shareholder shall receive a number of Buyer Shares equal to the number of Seller Shares that are held by such Seller Shareholder as of the Closing Date; each holder of unexpired Seller Warrants shall receive Buyer Warrants, as described in Section 2.4, for the same number of unexercised shares covered by the unexpired Seller Warrants that are held by such warrant holder as of the Closing Date; each holder of outstanding Seller Convertible Notes shall receive Buyer Convertible Notes, as described in Section 2.4, for the same face amount (net of any principal payments made) as the outstanding Seller Convertible Notes that are held by such note holder as of the Closing Date; each holder of outstanding Seller Convertible Debentures shall receive Buyer Convertible Debentures, as described in Section 2.4, for the same face amount (net of any principal repayments made) as the ourstanding Seller Convertible Debentures that are held by such debenture holder as of the closing date; and each holder of outstanding Seller Notes shall receive Buyer Notes, as described in Section 2.4, for the same face amount (net of any principal payments made) as the outstanding Seller Notes that are held by such note holder as of the Closing Date. The Seller Securities shall be deemed cancelled and of no further force or effect immediately upon Closing and Seller may request each holder of Seller Securities to affirm such cancellation in writing as a condition to issuance of the Buyer Shares, Buyer Warrants, Buyer Convertible Notes, Buyer Convertible Debentures or Buyer Notes, as applicable; provided, however, that such cancellation shall be effective regardless of whether such written affirmation is requested or obtained.”
6. Section 5.4(c) shall be amended and restated to read as follows:
(c) The Buyer shall call a special meeting of its stockholders or, if permitted, will obtain a Consent in Lieu of Meeting as soon as practicable, to approve the amendment of its Amended and restated Certificate of Incorporation to (i) change the Buyer’s name to “PureSpectrum, Inc.” and (ii) confer upon the directors the power to adopt, amend and repeal the compa...
Liquidation of Seller. Seller shall take all steps necessary to --------------------- liquidate simultaneously or within the time period thereafter required pursuant to Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.
Liquidation of Seller. The Buyer understands and agrees that Seller will be liquidated, dissolved or otherwise wound up on or before December 31, 2005. Except for the Seller’s unitholders solely to the extent set forth in the Seller Member Letter, no recourse shall be available to the assets of any Person that is an Affiliate of or holder of equity interests in the Company or the Seller, or any officer, director, agent or employee of the Seller, the Company or any of their respective Subsidiaries, for any obligations of the Company or the Seller pursuant to this Agreement. Upon any liquidation, dissolution or winding up of the Seller, all rights and remedies of the Seller shall (without further action on the part of any Person) be enforceable by, and for the benefit of, each equity holder of Seller, individually and/or collectively.
Liquidation of Seller. Patent Lawsuit and Other Legal Proceedings
Liquidation of Seller. Seller covenants and agrees that it will not take any action, or permit any action to be taken, with respect to the liquidation or dissolution of Seller (including, but not limited to, a board resolution, stockholder action or filing a certificate of dissolution) that would result in a liquidation or dissolution of Seller prior to the date that is six (6) months after the Closing Date. In addition, Seller covenants and agrees that it will retain and maintain at least $40,000,000 (less 50% (up to a maximum of $20,000,000) of any payments made after the date hereof to the landlord under the Circle Star Lease, including payments made in settlement of any disputes or for unpaid rent) in cash or cash equivalents at all times from the date of this Agreement until the earlier of the termination of this Agreement or the date that is six (6) months after the Closing Date. After the Closing, Seller shall deliver to Purchaser on a monthly basis a certificate signed by its Chief Financial Officer (or if Seller no longer employs a Chief Financial Officer, another member of senior management with knowledge as to the matters set forth in this Section 6.15) certifying that Seller is in compliance with its covenant under the preceding sentence and the amount of cash or cash equivalents as of the end of the applicable calendar month.
Liquidation of Seller. The Buyer acknowledges that subsequent to the Closing Date and subject to Section 6.17, the Seller, in its sole discretion, may commence voluntary liquidation proceedings. The Buyer further agrees that it shall not take any action to oppose such proceedings.
Liquidation of Seller. Buyer and Seller each acknowledge that, notwithstanding certain post-Closing covenants contained herein, it is Seller’s intention to file for legal dissolution promptly following the Closing and to wind-up and liquidate its remaining assets as promptly as practical following the Closing.
Liquidation of Seller. 28 Section 5.10 Fairness Hearing and Permit.......................................... 28 Section 5.11 Reorganization....................................................... 29 Section 5.12
Liquidation of Seller. As soon as practicable after the ----------- --------------------- Time of Closing, and in any event within twelve (12) months thereafter, Seller and the Securityholders shall cause Seller to be completely liquidated and dissolved under Florida law and all of Seller's remaining assets, if any, to be distributed to the Securityholders. The Securityholders shall be responsible for all liabilities of the Business, not assumed by Purchaser pursuant to this Agreement, that may arise after the liquidation of the Seller.
