Common use of Termination of Company or Series Clause in Contracts

Termination of Company or Series. (a) Upon an event of dissolution of the Company or a Series or Class, the Company or Series or Class shall be terminated in accordance with the following provisions: (i) The Company (or Series or Class, as applicable) shall thereafter carry on no business, except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company (or Series or Class, as applicable) and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company (or Series or Class, as applicable) shall have been wound up, including the power to fulfill or discharge the contracts of the Company (or Series or Class, as applicable), collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property (or assets belonging to the Series or Class, as applicable) to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property or substantially all of the assets belonging to a particular Series or Class other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Shareholders holding more than 50% of the total Outstanding Shares of the Company or Series or Class, as the case may be, entitled to vote. (iii) After paying or adequately providing for the payment of all liabilities belonging to the Series or Class subject of termination and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company Property or assets belonging to such Series (or Class), in cash or in kind or partly each, among the Shareholders of such Series according to their Book Capital Accounts in such Series (or Class) in accordance with Treasury Regulations Section 1.704(b)(ii)(b). In all cases, as herein provided, the rights of Shareholders in a Series (or Class) upon termination and liquidation of that Series (or Class) shall be limited to the assets belonging to that Series (or Class). (b) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in Section 12.05(a), the Company or any affected Series or Class thereof shall terminate and the Directors and the Company shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Company, Series or Class shall be cancelled and discharged. Upon termination of the Company, following completion of winding up of its business, the Directors shall cause a certificate of cancellation to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Director.

Termination of Company or Series. (a) Upon an event of dissolution of the Company or a Series or Class, the Company or Series or Class shall be terminated in accordance with the following provisions: (i) The Company (or Series or Class, as applicable) shall thereafter carry on no business, except for the purpose of winding up its affairs. (ii) The Directors shall proceed to wind up the affairs of the Company (or Series or Class, as applicable) and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company (or Series or Class, as applicable) shall have been wound up, including the power to fulfill or discharge the contracts of the Company (or Series or Class, as applicable), collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property (or assets belonging to the Series or Class, as applicable) to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property or substantially all of the assets belonging to a particular Series or Class other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Shareholders holding more than 50% of the total Outstanding Shares of the Company or Series or Class, as the case may be, entitled to vote. (iii) After paying or adequately providing for the payment of all liabilities belonging to the Series or Class subject of termination and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company Property or assets belonging to such Series (or Class), in cash or in kind or partly each, among the Shareholders of such Series according to their Book Capital Accounts in such Series (or Class) in accordance with Treasury Regulations Section 1.704(b)(ii)(b1.704-1(b)(2)(ii)(b)(2). In all cases, as herein provided, the rights of Shareholders in a Series (or Class) upon termination and liquidation of that Series (or Class) shall be limited to the assets belonging to that Series (or Class). (b) Upon Subject to Article IV.07, upon completion of the distribution of the remaining proceeds or the remaining assets as provided in Section 12.05(aArticle XII.05(a), the Company or any affected Series or Class thereof shall terminate and the Directors and the Company shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Company, Series or Class shall be cancelled and discharged. Upon termination of the Company, following completion of winding up of its business, the Directors shall cause a certificate of cancellation to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Director.