Voluntary Dissolution Sample Clauses

Voluntary Dissolution from and after the date of this Agreement, with the Consent of a majority of the Percentage Interests of the Non-Managing Members, an election to dissolve the Company made by the Managing Member, in its sole and absolute discretion;

Voluntary Dissolution. The Partnership may be voluntarily dissolved by the Partners upon the unanimous written agreement of all of the Partners.

Voluntary Dissolution. A Borrower, or any of its equity owners or Affiliates, voluntarily seeks, causes or takes any action to effect a dissolution or liquidation of such Borrower.

Voluntary Dissolution. Subject to applicable laws, in the event of adoption of a resolution of voluntary dissolution of the Company, the Company shall provide the Warrant Holder a notice thereof pursuant to Section 4(h) below and the Warrant Holder shall be deemed to have exercised the Warrant before adoption of such resolution (without the need for prior payment of the Exercise Price) unless it shall have given the Company written notice within 30 days from the date of the said notice of his waiver of the said right. If the Warrant Holder shall have given no such notice within the said time frame, the Warrant Holder shall be entitled to participate in the sum which it would have received upon dissolution of the Company as a holder of Warrant Shares due to the exercise of the Warrant held by it and, as the case may be, shares on the eve of adoption of the dissolution resolution, while deducting the Exercise Price from the monies it shall receive from its share in such dissolution, if any balance shall remain for distribution.

Voluntary Dissolution. Notwithstanding anything to the contrary herein, --------------------- without the prior consent of the Required B-4 Holders, neither the Board nor the Members shall effect a voluntary dissolution of the Company (except in connection with an Approved Company Sale (as such term is defined in the Members Agreement)) unless the Members holding Class B-4 Units receive their pro rata percentage (based on the ratio of the number of Class B-4 Units held by such Members to the number of Common Units then outstanding) share of the assets of the Company in such dissolution or pro rata percentage share of the equity securities issued by any successor entity to the Company.

Voluntary Dissolution. Subject to the other terms and conditions of this Agreement, the Partnership shall not be subject to dissolution, except as provided in Sections 7.5(a) and 13.2, during the Primary Term. Immediately prior to the end of the Primary Term, the Managing Partner shall, if required, properly file documents with the State of Delaware, and each calendar year thereafter, to extend the existence of the Partnership from year to year; provided, however, that a Partner may elect to dissolve the Partnership and terminate this Agreement after expiration of the Primary Term by giving the other Partners written notice of such election not less than four (4) months prior to the date such dissolution is to take effect.

Voluntary Dissolution. VESTCOM agrees not to cause or approve a voluntary dissolution of the Company prior to the Automatic Redemption Date without the prior consent in writing of all of the Stockholders.

Voluntary Dissolution. Either Xxxxxx or Harvest States but no other Member may elect, upon the occurrence of any of the following events, by written notice to the Company and the other Members, to require the Company to dissolve and wind up in accordance with the terms of this Article 12: (a) If the other Member shall, for any reason, fail to make all of the initial capital contributions required to be made by such other Member under Section 8.2 and the Joint Venture Agreement, when and as required by Section 8.2. (b) If the Company shall at any time have cumulative losses, as reflected in the most recent financial statements of the Company, in excess of $25,000,000; or (c) If the Company is unable to discharge its liabilities as they become due.

Voluntary Dissolution. Automatic Dissolution....

Voluntary Dissolution. Notwithstanding anything in this Agreement or the Company’s Bylaws or Certificate of Incorporation to the contrary, the Company will be liquidated and dissolved promptly following the occurrence of a Dissolution Event. Each Stockholder will vote its shares as necessary to cause the Company to be liquidated and dissolved following a Dissolution Event, and each Stockholder will ensure that its Designees take all actions necessary to consummate an orderly liquidation and winding up of the Company following a Dissolution Event. The liquidation proceeds to be distributed to the Stockholders upon a Dissolution Event may consist of cash or property (which must be distributed proportionately) as determined by the Board; provided, however, that upon a Dissolution Event, (i) the Company will assign to 800 Degrees all rights of the Company or any Affiliate of the Company to any 800 Degrees IP, and the Company will also assign to 800 Degrees all License Agreements or similar agreements entered into between the Company or any Affiliate of the Company with any owner, licensee, franchisee or operator of an 800 Degrees-branded restaurant business, and (ii) the Company will assign to Piestro all rights of the Company or any Affiliate of the Company to any Piestro IP, and the Company will also assign to Piestro all SaaS agreements and other agreements related to the sale or maintenance of any Pods.