No Annulment or Dissolution Sample Clauses

No Annulment or Dissolution. Unless explicitly stated otherwise in this Agreement and to the extent legally permissible, the Parties waive their rights under sections 6:228, 6:230 and 6:265 of the Dutch Civil Code, if any, to annul (vernietigen), dissolve (ontbinden) or propose the amendment of this Agreement (in whole or in part), and/or to request the annulment (vernietiging), dissolution (ontbinding) or amendment of this Agreement.
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No Annulment or Dissolution. Unless explicitly stated otherwise in this Agreement and to the extent permitted by Applicable Law, the Parties waive their rights under sections 6:228, 6:230 and 6:265 of the Civil Code, if any, to annul (vernietigen), dissolve (ontbinden) or propose the amendment of this Agreement (in whole or in part), and/or to request the annulment (vernietiging), dissolution (ontbinding) or amendment of this Agreement.
Sample 1Sample 2
No Annulment or Dissolution. Unless explicitly stated otherwise in this Agreement and to the extent legally permissible, the Parties waive their rights under sections 6:228, 6:230 and 6:265 of the Dutch Civil Code, if any, to annul (vernietigen), dissolve (ontbinden) or propose the amendment of this Agreement (in whole or in part), and/or to request the annulment (vernietiging), dissolution (ontbinding) or amendment of this Agreement. Signed (notarized) on behalf of: Xx. Xxxx Xxxxxxxxxx Xx. Xxxxx Xxxxxxxxxx Xx. Xxxxx Xxxxxxx Expedia Lodging Partner Services S.à x.x. Expedia, Inc. (Washington) Expedia, Inc. (Delaware) trivago GmbH travel B.V. Annex A Notices Notices provided pursuant to the Amended and Restated Shareholders Agreement shall be delivered as follows: If to the Company: Xx. Xxxx Xxxxxxxxxxx x/x xxxxxxx X.X. Xxxxxxxxx-Xxxxx 0 00000 Xxxxxxxxxx, Xxxxxxx Fax: +00 000 00000-000 with a copy to its advisor for information purposes: Noerr LLP Attention: Xx. Xxxx Xxxxx / Xx. Xxxx Xxxxxxxxxx Xxxxxxxxxxxxxxx 0 00000 Xxxxxxxxxx, Xxxxxxx Fax: +00 000 00000000 Email: Xxxx.Xxxxx@xxxxx.xxx / Xxxx.Xxxxxxxxxx@xxxxx.xxx NautaDutilh N.V. Xx. Xxxxxx Grablowitz / Xx. Xxxx van der Bijl Xxxxxxxxxxxxxxx 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Email: Xxxxxx.Xxxxxxxxxx@xxxxxxxxxxx.xxx / Xxxx.xxxxxxXxxx@xxxxxxxxxxx.xxx If to the Managing Shareholders: Xx. Xxxx Xxxxxxxxxx c/o trivago N.V. Xxxxxxxxx-Xxxxx 0 00000 Xxxxxxxxxx, Xxxxxxx Email: xxxx.xxxxxxxxxxx@xxxxxxx.xxx Xx. Xxxxx Xxxxxxxxxx c/o trivago N.V. Xxxxxxxxx-Xxxxx 0 00000 Xxxxxxxxxx, Xxxxxxx Email: xxxxx.xxxxxxxxxx@xxxxxxx.xxx Xx. Xxxxx Xxxxxxx c/o trivago N.V. Xxxxxxxxx-Xxxxx 0 00000 Xxxxxxxxxx, Xxxxxxx Email: xxxxx.xxxxxxx@xxxxxxx.xxx If to the Non-Managing Shareholder: Expedia, Inc. Attention: Xxx Xxxxxxx 000 000xx Xxxxxx XX Xxxxxxxx, XX 00000 Fax: +0 000-000-0000 Email: xxxxxxxx@xxxxxxx.xxx (for information purposes only) with a copy to its advisor for information purposes: Wachtell, Lipton, Xxxxx & Xxxx Attention: Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx 00 Xxxx 00xx Xxxxxx, XX, XX 00000 Fax: 000-000-0000 Email: XXXxxxxxxx@xxxx.xxx XXXxxxxx@xxxx.xxx Freshfields Bruckhaus Xxxxxxxx LLP Attention: Xx. Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxxx 0 00000 Xxxxxxx Xxxxxxx Fax: +00 00 000000 0000 Email: Xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx N.V. Annex A-1 53095211 M 19946407 / 9 Attention: Xxxx Xxxxxxxxx Xxxxxxxxxxxxxx 00 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Email: Xxxx.Xxxxxxxxx@Xxxxxx.xxx Annex A-2 53095211 M 19946407 / 9 Annex B Information and Other Reporting Req...
Sample 1

Related to No Annulment or Dissolution

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • No Action for Dissolution The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 13.2. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Interests of all Members. Accordingly, except where the Board of Managers has failed to liquidate the Company as required by Section 13.3 and except as specifically provided in Section 18 802 of the Act, each Member hereby waives and renounces its right to initiate legal action to seek dissolution or to seek the appointment of a receiver or trustee to liquidate the Company.

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Limitations on Payments Made in Dissolution Except as otherwise specifically provided in this Agreement, the Member shall only be entitled to look solely to the assets of Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Manager.

  • Liquidation; Dissolution (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities.

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

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