Seller Liquidation Sample Clauses

Seller Liquidation. Seller shall not liquidate all or substantially all its assets prior to the earlier of (i) Buyer and Seller agreeing upon all aspects of the Final Adjustments Report and, if any payment is due from Seller pursuant to SECTION 3.4 based on the Final Adjustments Report, the final payment owed by Seller having been received in full by Buyer or (ii) Seller paying the undisputed amount owed by Seller to Buyer following delivery of Seller's Objection Notice and depositing into the Holdback additional funds equal to the disputed amount together with an amount reasonably sufficient to pay for Seller's share of the cost of resolving the issues raised by Seller's Objection Notice (the "ADJUSTMENT DEPOSIT"), which funds shall be held in the Holdback pending resolution of issues raised by Seller's Objection Notice and the portion of the Adjustment Deposit payable to Buyer, if any, following resolution of all disputes concerning the Final Adjustment Amount shall be immediately paid to Buyer and the balance of the Adjustment Deposit, if any, immediately paid to the Seller. Without in any way extending the time periods specified in SECTION 3.4.3, Buyer agrees, upon written notice from Seller (the "LIQUIDATION NOTICE") setting forth Seller's good faith belief of a possible liquidation of Seller within fifty (50) days of Closing, to accelerate production and delivery of the Final Adjustments Report within the later of thirty (30) days following the Closing Date or ten (10) days after Seller's delivery of the Liquidation Notice, provided adequate records are available at that time to complete the Final Adjustments Report. Seller shall notify Buyer of any distribution of any assets prior to the parties agreeing upon the Final Adjustments Report that may result in Seller being unable to satisfy in a timely manner any obligations under SECTION 3.4 without recourse to the Holdback. Each party's obligations and covenants under this SECTION 3.5 shall survive Closing.
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Seller Liquidation. (a) Each of Parent and Purchaser shall use its reasonable best efforts to (i) assist Seller to effect the Seller Liquidation and take all actions reasonably requested by Seller for such purpose, including by granting Seller and its Affiliates reasonable access to the Assets and providing such other assistance as Seller may reasonably request; and (ii) assist Seller to effect the Distribution as soon as practicable after the Closing and prior to the commencement of the opposition period related to the Seller Liquidation, including by undertaking to pay or discharge all outstanding debts, liabilities and claims that are Assumed Liabilities that may arise in connection with the Seller Liquidation. (b) Seller shall use the Retained Cash Amount to pay, perform and discharge any obligations and liabilities that arise in connection with the Seller Liquidation. Seller shall distribute, or cause to be distributed, any part of the Retained Cash Amount that remains available as of the consummation of the Seller Liquidation to an account designated by Purchaser no later than two Business Days following the consummation of the Seller Liquidation.
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Seller Liquidation. 49 Section 6.13. Ancillary Agreements...............................50 Section 6.14. Work-around Undertaking............................50
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Seller Liquidation. The Seller Shareholders will be asked at the Seller EGM to: (i) authorize and approve the Seller Liquidation, the Liquidation Distribution and the payment of the Option Cancellation Amounts to holders of Seller Options conditional on the occurrence of the Closing, (ii) appoint one or more Persons to act as liquidator (the Liquidator) following Closing to administer the Seller Liquidation and (iii) fix the remuneration of the Liquidator. As used herein, the term Liquidation Distribution means an amount equal to the sum of (i) the Purchase Price, together with any interest accrued thereon, plus (ii) any Options Exercise Proceeds, plus (iii) any Hedge Gains or Losses retained by Seller under Section 5.11(e), plus (iv) any amount retained by Seller under Section 5.09 for application to the Liquidation Distribution, less the aggregate amount of the Option Cancellation Amounts payable to holders of Seller Options.
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Seller Liquidation. Seller shall liquidate following the Closing within the time period permitted under applicable IRS guidance and the Parent Shares and the Ethereum shall be distributed to the Seller Stockholders pursuant to the corporate liquidation and distribution requirements in Section 368(a)(2)(G) of the Code. Seller and the Stockholders acknowledge and agree that Buyer does not represent, warrant or guarantee that the transactions contemplated by this Agreement will qualify for tax free treatment.
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Seller Liquidation. 16 6.4 Registration...................................................................................16 6.5 "Market Stand-Off" Agreement...................................................................16
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Seller Liquidation. As soon as reasonably practical after the Closing, Seller will initiate the process of corporate dissolution and will distribute the Buyer's Common Shares, to its stockholders on a pro rata basis.
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Related to Seller 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.

  • 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.

  • Cash Liquidation 7 Certificate...................................................................7

  • 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.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

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

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Dissolution and Liquidation (Check One)

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