Special Dissolution Right Sample Clauses

Special Dissolution Right. 73 11.2 Exercise...................................................................................... 73 11.3 Dissolution Value of the Company.............................................................. 73 11.4
Sample 1
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Special Dissolution Right. (a) At any time after the Dissolution Trigger Date, the holders of all shares of Class A Common Stock (acting by majority vote), on the one hand (the "Class A Group"), and the holders of all shares of Class B Common Stock (acting by majority vote) (the "Class B Group"), on the other hand, shall each have the right to offer their Common Stock to the other Group by delivering a written notice to the Company and the other Group (by delivery to GGP in the case of the Class A Group and to NYSCRF in the case of the Class B Group, provided each still owns shares of Class A Common Stock or Class B Common Stock, respectively) (the "Dissolution Commencement Notice"). The Company shall promptly, after receipt thereof, deliver a copy of any Dissolution Commencement Notice to all Stockholders other than GGP and NYSCRF. Any action by the Class A Group hereunder shall for all purposes hereunder bind and be deemed to include all other holders of shares of Class A Common Stock and all holders of shares of Class C Common Stock. Any action by the Class B Group hereunder shall for all purposes hereunder bind and be deemed to include all other holders of shares of Class B Common Stock. The Group that delivers a Dissolution Commencement Notice shall be referred to as the "Offeror" and the other party or parties shall be referred to as the "Offeree." No Group may deliver more than one Dissolution Commencement Notice in any 18-month period.
Sample 1
Special Dissolution Right. The Class B Members (acting by majority vote) shall have the right (the "Dissolution Right") to require that, at the Class A Members' election, (a) certain Company
Sample 1
Special Dissolution Right. The Class B Members (acting by majority vote) shall have the right (the "Dissolution Right") to require that, at the Class A Members' election, (a) certain Company Properties be distributed to the Class B Members or (b) the Class A Members' purchase all of the Class B Members' Units upon the terms contained herein. Any action by the Class A Members hereunder shall for all purposes hereunder bind and be deemed to include all other Class A Members hereunder, and any action by the Class B Members hereunder shall for all purposes hereunder bind and be deemed to include all other Class B Members hereunder.
Sample 1

Related to Special Dissolution Right

  • Liquidation; Dissolution If the Company shall dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise this Warrant effective as of the date of such dissolution, liquidation or winding up. If any such dissolution, liquidation or winding up results in any cash distribution to the Holder in excess of the aggregate Exercise Price for the shares of Common Stock for which this Warrant is exercised, then the Holder may, at its option, exercise this Warrant without making payment of such aggregate Exercise Price and, in such case, the Company shall, upon distribution to the Holder, consider such aggregate Exercise Price to have been paid in full, and in making such settlement to the Holder, shall deduct an amount equal to such aggregate Exercise Price from the amount payable to Holder.

  • 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.

  • Dissolution Event An event, the occurrence of which will result in the dissolution of the Company under Article XIV.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • 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.

  • Liquidation Upon Dissolution Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

  • 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:

  • Early Dissolution The first to occur of any of the following events is an "Early Dissolution Event," upon the occurrence of which the Trust shall dissolve:

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Dissolution Events The Company will be dissolved upon the happening of any of the following events:

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