Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.
Liquidation of the Company. In connection with the liquidation of the Company, the Liquidator shall proceed to dispose of the Company’s assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Delaware Act, the terms of any Share Designation (if any) and the following:
(a) Subject to Section 8.3(c), the assets may be disposed of by public or private sale or by distribution in kind to one or more Members on such terms as the Liquidator and such Member or Members may agree. If any property is distributed in kind, the Member receiving the property shall be deemed for purposes of Section 8.3(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Members. Notwithstanding anything to the contrary contained in this Agreement and subject to Section 8.3(c), the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the Company despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the Company. The Liquidator may defer liquidation or distribution of the Company’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members. The Liquidator may distribute the Company’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Members.
(b) Liabilities of the Company include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 8.2) and amounts to Members otherwise than in respect of their distribution rights under Article IV. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.
(c) Subject to the terms of any Share Designation (including, without limitation, the preferential rights, if any, of holders ...
Liquidation of the Company. If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, each Warrantholder shall receive the securities, money or other property which such Warrantholder would have been entitled to receive had such Warrantholder been the holder of record of the Warrant Shares into which the Warrants were exercisable immediately prior to such dissolution, liquidation or winding up (net of the then applicable Warrant Price), and the rights to exercise such Warrants shall terminate.
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus. WITNESS the execution of this Agreement as of the date first above written. TREMISIS ENERGY ACQUISITION CORPORATION II By: Name: Title: INITIAL STOCKHOLDERS: Xxxxxxxx X. Xxxxx
Liquidation of the Company. Except to the extent dissolution of the Company is permitted or required by this Agreement or any nonwaivable provision of applicable law, the dissolution and winding up of the Company;
Liquidation of the Company. The Company will be in liquidation as soon as it has been wound up, irrespective of the reason therefor. One or several liquidators will be appointed with the unanimous consent of the General Partners, either by the Extraordinary General Meeting deciding to wind up the Company, which decision will be made under the same quorum and majority requirements as for Ordinary General Meetings, or by an Ordinary General Meeting called on an extraordinary basis. The liquidator – or each of the liquidators if there are several – represents the Company and has the broadest powers to realise the Company’s assets, even by private agreement, as well as the authority to pay creditors and to distribute the remaining balance. The General Meeting may authorise the liquidators to continue the Company's current business and to undertake new business for the requirements of the liquidation. The net proceeds arising on liquidation, after settlement of liabilities, is used to fully repay the paid-up, non-redeemed share capital. The balance, if any, is divided in proportion to the number of shares held by each shareholder.
Liquidation of the Company. (a) Upon the earliest to occur of an event specified in Section 7.02., the Company shall be in liquidation and the Company’s business and affairs shall be wound up in an orderly manner. The Managing Member shall be the liquidator to wind up the affairs of the Company pursuant to this Agreement.
(b) Subject to the Delaware Act, in performing its duties, the Managing Member is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in any reasonable manner that the Managing Member shall determine. The Managing Member shall determine in its discretion which assets of the Company shall be sold and which assets of the Company shall be retained for distribution in kind to the Members. Assets to be distributed in kind to the Members shall be distributed in accordance with Section 4.08.
Liquidation of the Company. In the event of the liquidation, dissolution, or winding up of the Company, a notice thereof shall be sent to the Holder at least 15 days before the record date specified for determining holders of the Shares entitled to receive any distribution upon such liquidation, dissolution, or winding up.
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus. WITNESS the execution of this Agreement as of the date first above written. AQUARON ACQUISITION CORP. By: Name: Xx Xxxx Title: Chief Executive Officer By: Name: Xxxxxx Xxxx Title: Authorized Representative Xx Xxxx Qingze Xxxx Xxxx Xxxx Xxxxxx Xxx Xxxxxxxx Ma
Liquidation of the Company. Upon dissolution of the Company, the Company shall be liquidated by the Managers, as liquidating agent. The Managers shall cause to be filed a statement of dissolution with the Colorado Secretary of State in accordance with the Act. Each Member shall immediately pay its unpaid share of any capital contribution call theretofore made. Company assets shall thereupon be applied in the following order:
8.2.1 to the payment of the debts and liabilities of the Company to creditors, including Members, provided any such debts to Members or Managers were approved in accordance with Section 6.9 and are not a return of capital or profit;
8.2.2 to establishing any reserves that the Managers deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, which reserves may be paid over by the Managers to an escrow agent to be held for (a) distribution in payment of the aforementioned contingencies, and (b) upon expiration of such period as the Managers may deem advisable, for distribution in the manner provided for herein;
8.2.3 to the payment of the debts and liabilities of the Company to Members other than for capital and profits and other than those which qualify for repayment under Section 8.2.1;
8.2.4 to the Members in proportion to each Member’s Capital Account; provided, however, that if there is any outstanding obligation of a Member to contribute additional capital to the Company, an amount equal to such deficit shall be paid to the other Members before any distribution is made under this Section 8.2 to the Member with a capital account deficit.
