the Liquidation. 1. The Company represents and warrants to, and agrees with, each of the Underwriters that:
the Liquidation. The Company will issue non-interest bearing, unsecured promissory notes for an aggregate amount of $1,125,000 (and up to an additional $168,750 if the underwriters’ over-allotment option is exercised in full) to the Sponsor (the “Overfunding Loans”) for the purpose of overfunding the Trust Account.
the Liquidation. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”). The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date.
the Liquidation. Prior to the Stock Purchase, Seller shall take the actions set forth in Section 5.2 as well as all other actions within its control that may be necessary or advisable in order to cause the Liquidation to occur as soon as reasonably practicable following the Stock Purchase. Immediately following the Closing (as defined in Section 1.4), Seller shall (a) appoint a liquidator to distribute Seller’s assets and (b) instruct the liquidator to distribute the shares of Xcyte Common Stock to the Seller’s shareholders. As soon as reasonably possible following the Stock Purchase, Seller shall consummate the Liquidation.
the Liquidation of a Material Subsidiary followed by a Distribution of proceeds of such Liquidation to the Investors and/or (if appropriate as determined by the Board) their Qualified Transferees;
the Liquidation. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Units, as follows:
the Liquidation. Committee shall conduct a thorough examination of the JV Company’s assets and liabilities, on the basis of which it shall develop a liquidation plan which, if approved by the Board, shall be executed under the Liquidation Committee’s supervision.
the Liquidation. Trust Administrator Professionals shall continue to prepare monthly statements in the same manner and in the same detail as required pursuant to the Professional Fee Order, and the Liquidation Trust Administrator Professionals shall serve such statements on each member of the Liquidation Trust Advisory Board. In the event two or more members of the Liquidation Trust Advisory Board object to the reasonableness of such fees and expenses by serving such objection within 20 days from the date such statement is received, the matter shall be submitted to the Bankruptcy Court for approval of the reasonableness of such fees and expenses. All reasonable fees, costs and expenses associated with the administration of the Liquidation Trust and distribution to Liquidation Trust Beneficiaries shall be in accordance with the Plan and Section 8.1 herein.
the Liquidation. Committee will conduct a thorough examination of the Joint Venture's assets and liabilities. On the basis of such examination, the Liquidation Committee will develop a liquidation plan, under the supervision of the department-in-charge, for the liquidation of the Joint Venture. The liquidation plan will be subject to approval by the Board. All actions of the Liquidation Committee will be subject to approval of all members of the Liquidation Committee. No member of the Liquidation Committee shall have the power to take any action binding the Liquidation Committee or the Joint Venture without the express authorization of the majority members of the Liquidation Committee.
the Liquidation. Immediately following the Grede Merger Effective Time, Grede Holdings shall effectuate the Liquidation. As part of the Liquidation, the holders of Class A units of Grede Holdings shall receive from Grede Holdings any assets to which they are entitled pursuant to the Liquidation.
