WINDING UP OF XTEND AFFAIRS Sample Clauses

WINDING UP OF XTEND AFFAIRS. The parties agree that Xtend may continue its corporate existence following the Closing date for reasons unrelated to the sale of products, provided that (a) any continuation will be done under a mutually agreeable name reasonably dissimilar to "Xtend Micro Products, Inc.", (b) no such continuation will be permitted if it would result in the breach of Xtend's or any Xtend Shareholder's obligations pursuant to the Non-Competition Agreements between any such party, iGo and Sub, and (c) such continuation shall not result the diversion of any material amount of the attention of Xxxx Xxxxxxxxxx or any other member of the Xtend Business Unit. In the event of any dissolution of Xtend, each Xtend Shareholder will succeed to a pro rata portion of Xtend's right to receive Earn-Out Shares pursuant to the terms of Section 1.4(a). In the event that fractional shares are issuable to any Xtend Shareholder based on a division of rights to receive the Earn-Out Shares, iGo shall issue to such Xtend Shareholder the number of whole shares to which such person is entitled and in lieu of issuing fractional shares shall pay to such Xtend Shareholder by cash or check an amount equal to the product of the applicable fraction multiplied by the Average Trading Price. ARTICLE VII RESERVED
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Related to WINDING UP OF XTEND AFFAIRS

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

  • Dissolution and Winding Up of the Company 9.1Dissolution. The Company shall be dissolved on the happening of any of the following events:

  • Winding up of trust If the Security Agent, with the approval of the Facility Agent determines that:

  • Winding-up, etc None of the events contemplated in clauses (a), (b), (c) or (d) of Section 11.05 has occurred with respect to any Credit Party.

  • Winding Up Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Manager shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Company, the Manager may, to the fullest extent permitted by law, take any and all actions that it determines in its sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Manager to minimize the losses that may result from a liquidation.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • Dissolution Winding Up and Termination (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

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