Sale of All Assets. The sale of all or substantially all of the assets of the Partnership, including without limitation, Leases, xxxxx, equipment and production therefrom, shall be made only with the consent of Participants whose Units equal a majority of the total Units.
Sale of All Assets. The Member shall have the right, by the vote or written consent of at least two-thirds of all Membership Interests, to approve the sale, lease exchange or other disposition of all or substantially all of the assets of the Company.
Sale of All Assets. Without the prior approval of the Limited Partner, the General Partner shall not, acting on behalf of the Partnership, sell or otherwise dispose of, or consent to the sale or other disposition of, all or substantially all of the assets owned directly or indirectly by the Partnership.
Sale of All Assets. Distribution of any net proceeds upon the sale exchange, or other disposition of all or substantially all of the assets of the Company shall be made in accordance with the provisions of Section 13.2.
Sale of All Assets. By this Agreement and the instruments contemplated hereby, Seller is transferring to Purchaser all of the assets of Seller that are used in the Business.
Sale of All Assets. A "sale of all assets"occurs when the Company sells or disposes of more than 98% of the assets of the Company, other than exclusively to an Affiliate or Affiliates of the Company, unless within six months of such sale the Company takes material steps to use the sale proceeds to purchase new assets for exploration or to develop new production.
Sale of All Assets. The Partners, upon two thirds majority vote, may approve the sale, lease exchange or other disposition of all or substantially all of the assets of the Partnership.
Sale of All Assets. In connection with the sale of the Assets, on the Closing or at such later date as directed by Buyer, Sellers shall deliver to Buyer:
(a) duly executed and authorized Sellers’ Officer’s Certificate, dated the Closing Date (the “Sellers’ Officer’s Certificate”);
(b) duly executed and authorized Secretary’s Certificate, together with an Officer’s Affidavit in form and substance agreeable to the parties, dated the Closing Date (the “Sellers’ Secretary’s Certificate”) for each Seller, to the effect that: (A)(1) such Seller’s Charter Documents attached to such certificate are true, correct and complete, and were in full force and effect in the form as attached to such certificate on the date of adoption of the resolutions referred to in clause (3) below, (2) no amendment to such party’s Charter Documents has occurred since the date of adoption of the resolutions referred to in clause (3) below other than as shown in such certificate and (3) the resolutions adopted by the board of directors or managers, as applicable, of such Seller authorizing this Agreement and the transactions contemplated hereby, which shall be attached to the certificate, were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, are true and correct copies of the originals thereof and have not been amended, rescinded or modified, except to the extent attached thereto, and (B) such Seller’s officers executing this Agreement and the other documents, agreements and instruments to be executed and delivered by such party pursuant to this Agreement are incumbent officers and the specimen signatures on such certificate are their genuine signatures;
(c) the Exhibits and Schedules of this Agreement updated as of the Closing (the “Closing Schedules”);
(d) the Release of Collateral Trustee executed by the FINOVA Group, Inc., and Wilmington Trust, the Collateral Trustee, with exhibits and attachments thereto, a copy of which is attached hereto as Exhibit Q (the “Collateral Release”) and any costs in connection with the delivery of the Collateral Release shall be borne solely by FINOVA Group, Inc. and/or Sellers;
(e) the UPB Certificate (as defined in Section 2.1(j));
(f) an opinion of counsel for Sellers (which may be Sellers’ general counsel) addressed to Buyer, in form and substance reasonably satisfactory to Buyer and substantially in the form of Exhibit W (the “FIN...
Sale of All Assets. Notwithstanding anything to the contrary set forth in this Agreement, if at the Closing Buyer does not purchase from Seller all of the Assets, less and except those Assets excluded pursuant to the preferential purchase right notifications provided for in Article 12.4 below, Seller shall not be required to consummate the transactions contemplated hereby with respect to any of the Assets, whether to Buyer or to any holder of a preferential purchase right that timely exercises such right, and shall have the right to terminate this Agreement.
Sale of All Assets. The General Partner shall not sell, license, assign or otherwise transfer all or substantially all of the assets of the Partnership without first obtaining the affirmative vote of sixty-six and two-thirds percent (66-2/3%) in interest (based upon Adjusted Capital Contributions) of the Limited Partners; provided, however, that, in the event that the option to purchase the Interests of the Limited Partners expires unexercised or the Research Program is terminated pursuant to Section 7.01 of the Product Development Agreement as to all Products, the affirmative vote of a majority in interest (based upon Adjusted Capital Contributions) of the Limited Partners will suffice. Entering into, or performing pursuant to the terms of, any of the following agreements shall not, in and of itself, be deemed a sale of all or substantially all of the Partnership's assets for the purposes of this paragraph 7.12: (i) the Purchase Agreement; (ii) the Product Development Agreement; or (iii) one or more agreements covering the license or sublicense of the Partnership's proprietary know-how and technology for therapeutic indications not addressed in the Memorandum. A purchase of Interests pursuant to paragraph 7.13 shall also not be deemed a sale of all or substantially all of the Partnership's assets for the purposes of this paragraph 7.12.
