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. 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:
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 Members 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. 3.7 Priority and Return of Capital. No Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section shall not apply to a loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company. 3.8 Liability of a Member to the Company. A Member who or which rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Delaware Act. A Member who or which receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution. 3.9
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.
