WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS Sample Clauses

WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS. 32 11.1 Withdrawal and Resignation of Member 32 ARTICLE XII DISSOLUTION AND LIQUIDATION 32 12.1 Dissolution 32 12.2 Liquidation and Termination 33 12.3 Cancellation of Certificate 34 12.4 Reasonable Time for Winding Up 34 12.5 Return of Capital 34 12.6 Hxxx-Xxxxx-Xxxxxx Act 34
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WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS. 24 9.1 Withdrawal and Resignation of Shareholders 24 9.2 Withdrawal of a Shareholder 25 ARTICLE X — LIQUIDITY PROVISIONS 25 10.1 Put Offer 25 10.2 Liquidity Request 25 10.3 Deadlock Offer 26 10.4 Sale to a Competitor 27 ARTICLE XI — VALUATION 27 11.1 Determination 27 11.2 Fair Market Value 28 ARTICLE XII — GENERAL PROVISIONS 28 12.1 Power of Attorney 28 12.2 Amendments 29 12.3 Title to Company Assets 29 12.4 Remedies 29 12.5 Successors and Assigns 29 12.6 Severability 29 12.7 Public Offering 30 12.8 Notice of Provisions 30 12.9 Counterparts 30 12.10 Descriptive Headings; Interpretation 30 12.11 Governing Law 31 12.12 Governing Language 31 12.13 Arbitration 31 12.14 Addresses and Notices 31 12.15 Creditors 31 12.16 Waiver 32 12.17 Further Action 32 12.18 Offset 32 12.19 Reimbursement of Payments on Behalf of Shareholders 32 12.20 Entire Agreement 32 12.21 Delivery by Facsimile 32 12.22 Survival 33 QubicaAMF Worldwide, S.à.x.x. JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT is made and entered into as of this 13th day of June, 2005, to be effective as of the closing of the transactions contemplated by Section 1B of the Contribution Agreement (as defined below) (the “Effective Date”), by and among QubicaAMF Worldwide, S.à.x.x., a société à responsabilité limitée organized under the laws of Luxembourg (the “Company”), AMF Holdings, Inc., a corporation organized under the laws of the State of Delaware, U.S.A. (“AMF”), Qubica Lux, S.à.x.x., a société à responsabilité limitée organized under the laws of Luxembourg (“Qubica”), AMF Bowling Products, LLC, a Virginia limited liability company (“AMF Products”), AMF Bowling Products International BV, a company organized under the laws of the Netherlands (“AMF BV”), Qubica, S.p.A., a Società per Azioni organized under the laws of Italy (“Qubica Products”), AMF Bowling India Private Limited, an India company (“AMF India”), AMF Bowling Products Mexico S. de X.X. de C.V., a Mexico company (“AMF Mexico”), AMF Bowling Poland Sp.zo.o, a Poland company (“AMF Poland”), AMF Bowling Products, LLC, a Russia company (“AMF Russia” and, together with AMF Products, AMF BV, AMF India, AMF Mexico and AMF Poland, the “AMF Subs”), Qubica Canada, Inc., a Canada corporation (“Qubica Canada”), Qubica USA, Inc., a Florida corporation (“Qubica USA”), and Aquta S.r.l., a limited liability company organized under the laws of Italy (“Aquta” and, together with Qubica Products, Qubica Canada, Qubica USA and Aquta, the “Qubica Subs”). AMF and ...
Sample 1
WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS. No Shareholder shall have the power or right to withdraw or otherwise resign or be expelled from the Company prior to the dissolution and winding up of the Company pursuant to the Articles, except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Shareholder will not be considered a Shareholder for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Shareholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.
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WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS 
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Related to WITHDRAWAL AND RESIGNATION OF SHAREHOLDERS

  • Withdrawal and Resignation of Members Except in the event of Transfers pursuant to Section 10.06 and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

  • Termination and Resignation Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

  • Termination and Resignation of Agent (a) The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Removal and Resignation of Officers Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

  • Resignation and Retirement Any Trustee may resign his trust or retire as a Trustee, by written instrument signed by him and delivered to the other Trustees or to any officer of the Trust, and such resignation or retirement shall take effect upon such delivery or upon such later date as is specified in such instrument.

  • Resignation of Executive Upon any termination of the Executive's employment under this Agreement, the Executive shall be deemed to have resigned from any and all offices and directorships held by the Executive in the Company and/or any of the Affiliates (as defined below).

  • Resignation as Officer or Director Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

  • Shareholder Account The Transfer Agent shall cause each Sub-transfer Agent to apply the foregoing rule to each Sub-shareholder Account based on the records maintained by such Sub-transfer Agent; provided, that until the Sub-transfer Agent in respect of the ML Omnibus Account develops the data processing capability to conform to the foregoing requirements, such Sub-transfer Agent shall apply the foregoing rules to each Sub-shareholder Account with respect to the Date of Original Purchase of any Commission Share as though each such date were a separate Month of Original Purchase.

  • RESIGNATION OF MANAGERS Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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