Common use of Winding Up and Liquidation Clause in Contracts

Winding Up and Liquidation. At least one (1) year before the Company’s expiry date, Managing Partner shall obtain a decision from the general partners and the Extraordinary General Meeting of Shareholders as to whether or not the Company should be extended. On expiry of the term laid down in the Memorandum and Articles of Association (where appropriate, as extended) or in the event that the Company is wound-up early, the general partners and the Ordinary General Meeting of Shareholders shall decide the method of liquidation and appoint the liquidator(s) whose powers and term of office they shall determine. The net proceeds of the liquidation, after settlement of the liabilities, shall be used to repay all the paid- up share capital that has not been redeemed. 0.5 % of any surplus shall be distributed to the general partners (to be shared in the same proportion as the distribution of losses specified herein) and the balance to the shareholders (to be shared in proportion to their respective number of shares in the capital). The death of one of the general partners and, in the event that there are several general partners, the fact that one of them is placed in judicial administration or liquidation, is prohibited from carrying on a commercial profession or the incapacity of one of them shall not result in the Company being wound- up. However, if, the Company no longer has a general partner, the Extraordinary General Meeting of Shareholders must meet as soon as possible to appoint one or more new general partners or to change the form of the Company. The cessation of duties of one or more Managing Partner(s), irrespective of the reason therefor, shall not result in the Company being wound-up.

Winding Up and Liquidation. At least one (1) year before the Company’s expiry date, Managing Partner shall obtain a decision from the general partners and the Extraordinary General Meeting of Shareholders shareholders as to whether or not the Company should be extended. On expiry of the term laid down in the Memorandum and Articles of Association (where appropriate, as extended) or in the event that the Company is wound-up early, the general partners and the Ordinary General Meeting of Shareholders shareholders shall decide the method of liquidation and appoint the liquidator(s) whose powers and term of office they shall determine. The net proceeds of the liquidation, after settlement of the liabilities, shall be used to repay all the paid- up share capital that has not been redeemed. 0.5 % of any surplus shall be distributed to the general partners (to be shared in the same proportion as the distribution of losses specified herein) and the balance to the shareholders (to be shared in proportion to their respective number of shares in the capital). The death of one of the general partners and, in the event that there are several general partners, the fact that one of them is placed in judicial administration or liquidation, is prohibited from carrying on a commercial profession or the incapacity of one of them shall not result in the Company being wound- wound-up. However, if, the Company no longer has a general partner, the Extraordinary General Meeting of Shareholders shareholders must meet as soon as possible to appoint one or more new general partners or to change the form of the Company. The cessation of duties of one or more Managing Partner(s), irrespective of the reason therefor, shall not result in the Company being wound-up.