Common use of The Plan of Liquidation Clause in Contracts

The Plan of Liquidation. (a) Subject to the conditions specified in the penultimate sentence of Section 1 of this Annex B, and in accordance with Delaware Law, at the Effective Time, the Board shall cause the Dissolution of the Company. As a result of the Dissolution, the Company shall settle and close its business and distribute to its stockholders any remaining assets pursuant to the Plan of Liquidation. (b) As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in the penultimate sentence of Section 1 of this Annex B, the Company shall, and Purchaser shall take all action necessary to cause the Company to, cause the Dissolution to be effected by filing the Certificate of Dissolution. (c) At the Effective Time, the effect of the Dissolution shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, beginning at the Effective Time, the Company shall direct bodies corporate for the purpose of prosecuting and defending suits, and enabling them to settle and close its business, dispose of and convey its property, discharge its liabilities and distribute to its stockholders any remaining assets.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Shelbourne Properties Ii Inc), Stock Purchase Agreement (Ashner Michael L), Stock Purchase Agreement (Shelbourne Properties Iii Inc)

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The Plan of Liquidation. (a) Subject to the conditions specified in the penultimate last sentence of Section 1 of this Annex B, and in accordance with Delaware Law, at the Effective TimeTime of each Dissolution, the Board each board of directors shall cause the a Dissolution of the its respective Company. As a result of the each Dissolution, the each Company shall settle and close its business and distribute to its stockholders any remaining assets pursuant to the a Plan of Liquidation. (b) As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in the penultimate last sentence of Section 1 of this Annex B, the each Company shall, and Purchaser shall take all action necessary to cause the each Company to, cause the a Dissolution to be effected by filing the a Certificate of Dissolution. (c) At the Effective Time, the effect of the each Dissolution shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, beginning at the each Effective Time, the each Company shall direct bodies corporate for the purpose of prosecuting and defending suits, and enabling them it to settle and close its business, dispose of and convey its property, discharge its liabilities and distribute to its stockholders any remaining assets.

Appears in 4 contracts

Samples: Settlement Agreement (Shelbourne Properties I Inc), Settlement Agreement (Ashner Michael L), Settlement Agreement (Ashner Michael L)

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