Procedure in Dissolution and Liquidation Sample Clauses

Procedure in Dissolution and Liquidation. (a) Upon the election of a Party to dissolve the Tengtu United pursuant to this agreement or upon the occurrence of any other event Tengtu United shall immediately commence to wind up its affairs and the Party shall proceed with reasonable promptness to liquidate the business of Tengtu United. To the extent the Tengtu United is not completely liquidated within a reasonable time (not to exceed 36 months) from the date of the election to dissolve, the remaining assets shall forthwith be disposed of at a public sale. (b) During the period of the winding up of the affairs of the Tengtu United, the Board shall continue to manage the affairs of the Tengtu United. (c) Profits and losses of the Tengtu United shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to each Party in the same manner as profits and losses of each Party would have been credited or charged if there were no dissolution, liquidation and termination. (d) The assets of the Tengtu United shall be applied or distributed in liquidation in the following order of priority: (i) to creditors of the Tengtu United other than Tengtu Uniteds in payment of debts and obligations of the Tengtu United; (ii) to each Party as return of any capital; and (iii) to each party in accordance with their Percentage Interest.
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Procedure in Dissolution and Liquidation. (a) Upon dissolution of the Company pursuant to Section 10.02 hereof, the Managers shall immediately commence to wind up its affairs and the Managers shall proceed with reasonable promptness to liquidate the business of the Company. (b) During the period of the winding up of the affairs of the Company, the rights and obligations of the Managers set forth herein with respect to the management of the Company shall continue. For purposes of winding up, the Managers shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets. (c) Net income and net loss of the Company following the date of dissolution shall be determined in accordance with the provisions of this Agreement and shall be credited or charged to the Capital Accounts of each Member in the same manner as profits of the Company would have been credited or charged if there were no termination, dissolution and liquidation. (d) The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (i) in payment of debts and obligations of the Company owed to third parties, which shall include any Member or its affiliate as the holder of any secured loan; (ii) in payment of debts and obligations of the Company to the Members; and (iii) to the Members in accordance with the balances remaining in the Members’ Capital Account. While a deficit balance in a Capital Account shall reduce such Member’s right to a return of capital of the Company, a deficit balance shall not constitute an obligation of that Member to the Company to repay the amount of such deficit balance. (e) Every reasonable effort shall be made to dispose of the assets of the Company so that the distribution may be made to the Members in cash. If at the time of the dissolution of the Company, the Company owns any assets in the form of work in progress, notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Members, in lieu of cash, proportionately to their right to receive the assets of the Company on an equitable basis reflecting the net fair market value of the assets so distributed.
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Procedure in Dissolution and Liquidation a. Upon dissolution of the Company pursuant to Section 7.1, unless the Company is reconstituted under Section 9.2, the Manager shall proceed with reasonable promptness to wind up the affairs of and liquidate the business of the Company. b. During the period of the winding up of the affairs of the Company, the rights and obligations of the Manager set forth herein with respect to the management of the Company shall continue. c. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (1) In payment of debts and obligations of the Company; (2) To the Members in payment of their respective outstanding Capital Accounts; and (3) Any excess to the Members in proportion to their Percentage Interests.
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Procedure in Dissolution and Liquidation a. Upon dissolution of the Partnership pursuant to Section 8.1, the Partnership shall immediately commence to wind up its affairs, and the Partners shall proceed with reasonable promptness to liquidate the business of the Partnership. b. During the period of the winding up of the affairs of the Partnership, the rights and obligations of the Partners set forth herein with respect to the management of the Partnership shall continue. c. The assets of the Partnership shall be applied or distributed in liquidation in the following order or priority; provided, however, that, except for the indemnities set forth in Section 4.10, no Partner shall be liable to the other for any negative balance in its Capital Account: (1) In payment of other debts and obligations of the Partnership owed to Third Parties; (2) In payment of debts and obligations of the Partnership to any Partner; (3) To Telemundo and Harriscope until the aggregate distributions to Telemundo and Harriscope pursuant to this Section 8.2 and Section 3.5.b.(6) hereof are equal to the aggregate additional Capital Contributions of Telemundo and Harriscope pursuant to Section 3.3 hereto. (4) To the Partners in proportion to their Positive Capital Accounts as of the date of such distribution, after giving effect to all contributions, distributions and allocations for all periods; and (5) To the Partners in accordance with Section 3.1.a. d. Every reasonable effort shall be made to dispose of the assets of the Partnership so that the distribution may be made to the Partners in cash. Any distribution of property in kind shall be considered cash in an amount equal to its fair market value, net of liabilities encumbering the same, at the time of its distribution. e. If Telemundo or Harriscope makes Capital Contributions to the Partnership pursuant to Section 3.3 hereto for purposes OTHER THAN to fund capital expenditures related to the operation of the Station (capital expenditures include, but are not limited to equipment replacement), Partnership operations, or meeting the Minimum Distribution requirements (herein "Excess Capital Contributions"), then, UNLESS ESSANESS APPROVES in writing of such Excess Capital Contributions, such amounts will not be considered Capital Contributions for purposes of this Agreement; provided, such unapproved Excess Capital Contributions will be considered Capital Contributions for purposes of these liquidation provisions only. The Parties hereby confirm that any additional Capital ...
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Procedure in Dissolution and Liquidation a. Except as provided in Section 9.1, herein, upon dissolution of the Company pursuant to Section 7.3, the Member shall immediately commence to wind up the affairs of and shall proceed with reasonable promptness to liquidate the business of the Company. b. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member set forth herein with respect to the management of the Company shall continue. c. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (1) In payment of debts and obligations of the Company owed to third parties; (2) In payment of debts and obligations of the Company to any Member made in accordance with the terms of this Agreement;
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Procedure in Dissolution and Liquidation. Upon dissolution, the Managing General Partner shall immediately proceed to wind up the Limited Partnership in an orderly and businesslike fashion. The rights and obligations of the Managing General Partner with respect to the management of the Limited Partnership shall continue in the ordinary course. Each party shall be responsible in the ordinary course for completion of all orders and work in progress. Net Profits and Net Losses shall be allocated in the ordinary course. Distributions in liquidation shall occur in the following order of priority: 16.2.1 on a pari passu basis: (i) payment of debts and obligations of the Limited Partnership owed to third parties and (ii) payment of debts and obligations owed to Labopharm under the License Agreement and the Product Supply Agreement; 16.2.2 payment of debt and obligations owed to the Partners, except as provided in 16.2.1; 16.2.3 repayment of contribution loans, as applicable, to the Partners pursuant to the terms and conditions of such loans. Payment shall be made to the Partner having the largest balance outstanding until the amounts owed to the Partners are equal and thereafter payment shall be made equally to the Partners until paid in full; and 16.2.4 distribution to the Partners of any remaining balance pro rata to their respective holdings of Units.
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Procedure in Dissolution and Liquidation. Upon election to dissolve Vision 21 Plus, management shall immediately commence to wind up its affairs and proceed with reasonable promptness to liquidate business operations. During the period of the winding up of the affairs of the Company, the rights and obligations of the principal partners set forth herein with respect to the management of the Company shall continue. Management shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets as provided herein. In addition, the parties agree that in the event of termination of this Agreement for whatever reason, they will
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Procedure in Dissolution and Liquidation a. Upon dissolution of the Company pursuant to Section 8.1, the Management Board shall immediately commence to wind up the affairs of and shall proceed with reasonable promptness to liquidate the business of the Company. b. During the period of the winding up of the affairs of the Company, the rights and obligations of the Management Board set forth herein with respect to the management of the Company shall continue. c. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (1) In payment of debts and obligations of the Company owed to third parties who are not Members; (2) In payment of debts and obligations of the Company to any Member made in accordance with the terms of this Agreement; (3) To the Members pro rata, in accordance with and to the extent of their respective positive Capital Account balances; and (4) Any excess, 40% to the Class B Member, and 60% to the Class A Members in proportion to their respective Percentage Interests; provided that no amount shall be distributed to the Class B Interests if such dissolution occurs after the Class B Redemption Date, and provided further that no amount shall be distributed to the Class B Interests that would cause the amount distributed hereunder, together with the aggregate total of all prior distributions to the Class B Interest pursuant to all other provisions of this Agreement, to exceed $3,225,000.
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Procedure in Dissolution and Liquidation 
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Related to Procedure in Dissolution and Liquidation

  • Dissolution and Liquidation (Check One)

  • Liquidation; Dissolution; Bankruptcy (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) 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 such 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 holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness 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, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • 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 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. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Termination and Liquidation Section 9.01.

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