WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS Sample Clauses

WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS. Promptly after determining to terminate the legal existence of the Company, the Manager shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Member and to creditors as required by the Act.
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WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS. Promptly after determining to terminate the legal existence of the Company, the Manager shall act as the Company’s liquidating trustee or may appoint one or more of the Members as liquidating trustee. Such liquidating trustee shall proceed diligently to wind up the business and internal affairs of the Company and to make final distributions pursuant to Section 4.2 and the Act. The costs of dissolution and liquidation shall be an expense of the Company. Until final distribution, the liquidating trustee may continue to operate the business and properties of the Company with all of the power and authority of the Manager. As promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause an accounting of the Company’s assets, liabilities, operations and liquidating distributions to be given to the Members.
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WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS. Promptly after determining to terminate the legal existence of the Company, the Manager shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Members and to creditors as required by the Act.
Sample 1
WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS. After a determination is made to dissolve the Company, the President shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Company’s creditors and the Member in accordance with the Tennessee Limited Liability Company Act.
Sample 1
WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS. Promptly after a determination is made to dissolve the Company and terminate its legal existence, the Company shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Company’s creditors and the Member in accordance with the Tennessee Revised Limited Liability Company Act.
Sample 1

Related to WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • Distribution on Dissolution and Liquidation In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Distributions on Dissolution and Winding Up Upon the dissolution and winding up of the Company, after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, all available proceeds distributable to the Members as determined under Section 11.02 shall be distributed to all of the Members to the extent of the Members' positive Capital Account balances.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

  • 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

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