WINDING UP OR SALE Sample Clauses

WINDING UP OR SALE. Upon dissolution of the Company the Board of Directors shall wind up the Company's affairs; but the Delaware Court of Chancery, upon cause shown, may wind up the Company's affairs upon application of any 10% Stockholder, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The Persons charged with winding up the Company shall settle and close the Company's business, and dispose of and convey the Company's noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Company's assets. If the holders of the PIK Preferred Stock have given notice under Section 6.12(a) (regardless of whether such notice has caused the dissolution of the Company), and if the Company has not entered into a definitive agreement for the sale or other disposition of substantially all of its equity interests or assets on or prior to the date that is six (6) months after the date of such notice, or if the Company has not closed the sale or other disposition of substantially all of its equity interests or assets on or prior to the date that is nine (9) months after the date of such notice, then at any time after either of such dates the holders of the PIK Preferred Stock acting by a vote of the holders of a majority of such PIK Preferred Stock may give notice of a Vote Shift, which Vote Shift shall be immediately effective.
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WINDING UP OR SALE. Pursuant to Act Section 18-803, upon dissolution of the LLC the Manager shall wind up the LLC's affairs; but the Delaware Court of Chancery, upon cause shown, may wind up the LLC's affairs upon application of any 10% Unit Member or Manager, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The Persons charged with winding up the LLC shall settle and close the LLC's business, and dispose of and convey the LLC's noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the LLC's assets (other than those noncash assets to be distributed to the Members in liquidation pursuant to Section 3.4). If the holders of the Class A Units have given notice under Section 9.1(d) (regardless of whether such notice has caused the dissolution of the LLC), and if the LLC has not entered into a definitive agreement for the sale or other disposition of substantially all of its equity interests or assets on or prior to the date that is six (6) months after the date of such notice, or if the LLC has not closed the sale or other disposition of substantially all of its equity interests or assets on or prior to the date that is nine (9) months after the date of such notice, then at any time after either of such dates the holders of the Class A Units acting by a vote of the holders of a majority such Class A Units may give notice of a Vote Shift, which Vote Shift shall be immediately effective.
Sample 1
WINDING UP OR SALE. Upon dissolution of the Corporation the Board of Directors shall wind up the Corporation's affairs; but the Delaware Court of Chancery, upon cause shown, may wind up the Corporation's affairs upon application of any 10% Stockholder, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The Persons charged with winding up the Corporation shall settle and close the Corporation's business, and dispose of and convey the Corporation's noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Corporation's assets.
Sample 1

Related to WINDING UP OR SALE

  • 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.

  • 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.

  • 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.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • 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 or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • 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.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Dissolution Event An event, the occurrence of which will result in the dissolution of the Company under Article XIV.

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