Winding Up Upon Dissolution Sample Clauses

Winding Up Upon Dissolution. Consistent with the provisions of Bylaws and Articles of Incorporation of the Alumni Foundation, should the entity cease to exist or cease to be an IRC § 501 (c)(3) organization, it will transfer its assets and property to the University or its assignee. For purposes of this section, a corporate reorganization, merger, or consolidation or a renaming of the Alumni Foundation shall not constitute a cessation of existence provided the Alumni Foundation, or its successor, is recognized as the affiliated Foundation of Montana State University for the purposes outlined in Section 901.9 for the Montana University System Policy and Procedures Manual.
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Winding Up Upon Dissolution. Consistent with the provisions of the Bylaws and Articles of Incorporation of the Alumni Foundation, should the entity cease to exist or cease to be an IRC § 501 (c)(3) organization, it will transfer its assets and property to the University or the assignee chosen by the University. Any transition to the University or its assignee will occur on an agreed upon reasonable timetable designed to minimize donor disruption and any potential tax issues. If a time table cannot be agreed upon with in the first ninety (90) days of a termination notice as outlined in section 6.5 the matter will be resolved through mandatory mediation using a mediator from the American Arbitration Association. For purposes of this section, a corporate reorganization, merger, or consolidation or a renaming of the Alumni Foundation shall not constitute a cessation of existence provided the Alumni Foundation, or its successor, is recognized as the affiliated foundation of Montana State University for the purposes outlined in Section 901.9 of the Montana University System Policy and Procedures Manual.
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Winding Up Upon Dissolution of the Company for any reason, the Manager will have the authority and responsibility to wind up the affairs of the Company and to liquidate its assets.
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Winding Up Upon Dissolution under Section 8.1, the Company shall conduct no further business, except for taking such action as shall be necessary for the winding up of the affairs of the Company and the liquidation and the distribution of its assets to the Members or the legal representative or successor in interest to a former Member's Membership Interest pursuant to the provisions of these Articles. 8.4 Distribution Upon Liquidation Immediately following the Company's liquidation, the Company assets shall be applied in the following order of priority: (a) first, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the Company; and (b) second, to the Members (and legal representatives and successors in interest to Members) in accordance with their respective Capital Account balances. 11 <PAGE> 8.5
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Winding Up Upon Dissolution. Should the Alumni Foundation cease to exist or cease to be an IRC § 501 (c)(3) organization, it will transfer all assets and property held on behalf of the University to the University, or the assignee chosen by the University as long as that assignee is a charitable organization in good standing. Any transition to the University or its assignee will occur on an agreed upon reasonable timetable designed to minimize donor disruption and any potential tax issues. If a time table cannot be agreed upon with in the first ninety (90) days of a termination notice as outlined in section 6.5 the matter will be resolved through mandatory mediation using a mediator from the American Arbitration
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Winding Up Upon Dissolution. In the event of a dissolution of the Partnership, the General Partner shall immediately commence to liquidate the Partnership and its property and to convert the same to cash or cash equivalents and to wind up the Partnership's affairs. The Partners, during liquidation and winding up, shall continue to share Partnership Net Profits and Net Losses and all Partnership income, gain, loss, deductions and credits and all items thereof in accordance with their respective interests in the Partnership as provided in Sections 4.2 through 4.4 herein. The proceeds from liquidation of the Partnership Property shall be applied in the following order of priority:
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Winding Up Upon Dissolution. In the event of a dissolution of the LLC, the Manager shall immediately commence to liquidate the LLC and its property and to convert the same to cash or cash equivalents and to wind up the LLC's affairs. During liquidating and winding up, the Members shall continue to share LLC Net Profits and Net Loses and all LLC income, gain, loss, deductions and credits and all items thereof in accordance with their respective Membership Interests as provided in Article 4 hereof. The proceeds from liquidation of the LLC Property shall be applied in the following order of priority:
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Winding Up Upon Dissolution. Should the Alumni Foundation cease to exist or cease to be an IRC § 501 (c)(3) organization, it shall transfer all assets and property held on behalf of the University to the University, or the assignee chosen by the University as long as that assignee is a charitable organization in good standing. Any transition to the University or its assignee will occur on an agreed upon reasonable timetable designed to minimize donor disruption and any potential tax issues. If a timetable cannot be agreed upon within the first ninety (90) days of a termination notice as outlined in section 6.5 the matter shall be resolved through mandatory mediation using a mediator from the American Arbitration Association. For purposes of this section, a corporate reorganization, merger, or consolidation or a renaming of the Alumni Foundation shall not constitute a cessation of existence provided the Alumni Foundation, or its successor, is recognized as the affiliated foundation of Montana State University for the purposes outlined in Section 901.9 of the Montana University System Policy and Procedures Manual.
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Winding Up Upon Dissolution. Should the Alumni Foundation cease to exist or cease to be an IRC §501 (c) (3) organization, it will transfer all assets and property held on behalf of Great Falls College MSU to Great Falls College MSU or its assignee, as long as that assignee is a charitable organization in good standing. Any transition to Great Falls College MSU or its assignee will occur on an agreed upon reasonable timetable designed to minimize donor disruption and any potential tax issues. If a timetable cannot be agreed upon within the first ninety (90) days of a termination notice as outlined in section 5.6 the matter shall be resolved through mandatory mediation using a mediator from the American Arbitration Association. For purposes of this section, a corporate reorganization, merger, or consolidation or a renaming of the Alumni Foundation shall not constitute a cessation of existence provided the Alumni Foundation, or its successor, is recognized as the affiliated foundation of Great Falls College MSU for the purposes outlined in Section 901.9 of the Montana University System Policy and Procedures Manual.
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Related to Winding Up Upon Dissolution

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

  • 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.

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