Dissolution by Agreement Clause Samples

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Dissolution by Agreement. 26 SECTION 11.03

Dissolution by Agreement. The Company may be dissolved at any time by the unanimous written consent of the Members.

Dissolution by Agreement. The LLC shall be dissolved upon the passage of ninety (90) days after the consent in writing by all of the Members to dissolve an wind up the affairs of the LLC (a "Dissolution By Agreement").

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Dissolution by Agreement. 12.5.1 The partners may at any time during the existence of the agreement mutually agree to dissolve the partnership. In that event a liquidator shall be appointed by the partnership who shall be authorised to liquidate the assets of the partnership and pay the nett proceeds thereof to each partner according to the percentage shareholding of each partner. 12.5.2 In the event of the partnership dissolving, each partner shall be obliged to notify the patients treated by him of the dissolution and to inform such patient, who shall in future handle the file of the particular patient.

Dissolution by Agreement. 30 SECTION 11.03 Dissolution upon Event of Default........................................................... 30 SECTION 11.04 Dissolution by Unilateral Option............................................................ 30

Dissolution by Agreement. (a) In the event that either Partner gives the other Partner notice prior to December 31, 2000, that it elects to terminate the Partnership for any reason permitting termination without mutual agreement of the Partners other than an Event of Default, a 24-month transition period shall begin upon the effective date of such notice. In addition, if the Partners have not agreed by December 31, 2000, to extend the term of the Partnership beyond December 31, 2002, and unless notice for termination has already been given, a 24-month transition period shall begin upon December 31, 2000. During the transition period, the Partners and their respective Parents may negotiate the terms of a mutually agreeable private sale among themselves. (b) At the end of the transition period provided for by Section 11.02(a), at the expiration of the term of the Partnership under Section 2.04, if the Partners decide to dissolve and wind up the Partnership at any earlier time or if the Partnership is to be dissolved and wound up pursuant to Section 10.07, 10.08 or 10.11 or this Article XI, the Partners shall proceed as promptly as practicable to (i) terminate the business and operations of the Partnership and cease all operations as a going concern, (ii) wind up the affairs of the Partnership in accordance with Section 11.02(d) and (iii) liquidate the Partnership's tangible personal property through individual asset sales and not as a going concern. In connection with any such sale under clause (iii) of the preceding sentence, either Partner or any Affiliate of either Partner shall have a right of first offer to acquire the Partnership's tangible personal property in the liquidation process and may also acquire such property through participation at auction. Each of the Partners shall be furnished with a statement setting forth the assets and liabilities of the Partnership as of the date of the complete liquidation of the Partnership. The Accountants shall review the final accounting and shall render their opinion with respect thereto. (c) If agreed by the Partners in writing at the time, upon the dissolution and winding up of the Partnership, if the assets of the Partnership are insufficient to pay and discharge all debts, liabilities and obligations of the Partnership as to which the Partners have joint liability, the Partners shall pay such liabilities in the proportion of their respective Percentages. Such payments shall be deemed to be capital contributions to the Partnership by...

Dissolution by Agreement. At the end of the term of the Partnership, or if the Partners decide to dissolve the Partnership at any earlier time, the Partners shall proceed as promptly as practicable in a manner which is reasonably expected to maximize the value of the Partnership to the Partners, (i) first, to sell the business of the Partnership as a going concern, (ii) second, to sell any portion or portions of the business of the Partnership as a going concern, (iii) third, to dispose of the property of the Partnership (including any Intellectual Property) for cash and cash equivalent items and (iv) fourth, to distribute all assets to the Partners in kind (including cash and cash equivalents); provided that nothing in this sentence shall be deemed to supersede the terms of or create rights not expressly provided in any Operative Document or other agreement to which the Partnership and either Parent or its respective Affiliates are parties which relate to Intellectual Property. In connection with any sale under the preceding sentence either Partner may bid for or purchase all or any of the business or properties of the Partnership. Unless otherwise agreed the assets distributed in kind shall be distributed to the partners pro rata as co-owners. Each of the Partners shall be furnished with a statement setting forth the assets and liabilities of the Partnership as of the date of the complete liquidation. The Accountants shall review the final accounting and shall render their opinion with respect thereto. If, upon dissolution, the assets of the Partnership are insufficient to pay and discharge all debts, liabilities and obligations of the Partnership as to which the Partners have joint liability, the Partners shall pay such liabilities (subject to 6.02(b)) in the proportion of 70% by the Diebold Partner and 30% by the IBM Partner (and a Partner paying more than its proportion shall have a right of contribution from the other Partner), and such payments shall be deemed to be capital contributions to the Partnership.

Related to Dissolution by Agreement

Dissolution and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.
Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2
Dissolution Winding Up and Termination Upon the occurrence of a Liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which it may deem necessary or desirable to wind up the Partnership’s affairs, having for such purpose all the powers referred to and provided for in Article 7 appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partners shall, by Majority Approval, designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership’s assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.
Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

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