Dissolution Liquidation and Winding Up Clause Samples
The 'Dissolution, Liquidation and Winding-Up' clause outlines the procedures to be followed when a company or partnership is formally brought to an end. It typically details the steps for dissolving the entity, liquidating its assets, settling outstanding debts, and distributing any remaining assets to stakeholders or shareholders. For example, it may specify the order in which creditors are paid and how any surplus is divided among owners. The core function of this clause is to ensure an orderly and fair process for closing down the business, protecting the interests of creditors and stakeholders, and providing legal clarity during the termination of the entity.
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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 Liquidation and Winding Up. In case the Company shall, at any time prior to the expiration of this Warrant, dissolve, liquidate or wind up its affairs, the Warrantholders shall be entitled, upon the exercise of this Warrant, to receive, in lieu of the shares of Common Stock of the Company which such Warrantholders would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to such Warrantholders upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock of the Company, had such Warrantholders been the holders of record of the Warrant Shares receivable upon the exercise of this Warrant on the record date for the determination of those persons entitled to receive any such liquidating distribution. After any such dissolution, liquidation or winding up which shall result in any cash distribution in excess of the Exercise Price provided for by this Warrant, the Warrantholders may, at each such Warrantholder's option, exercise the same without making payment of the Exercise Price, and in such case the Company shall, upon the distribution to said Warrantholders, consider that said Exercise Price has been paid in full to it and in making settlement to said Warrantholders, shall deduct from the amount payable to such Warrantholders an amount equal to such Exercise Price.
Dissolution Liquidation and Winding Up. In case Company, at any time prior to the exercise in full of this Warrant, dissolves, liquidates or winds up its affairs, the Holder shall have the right to receive upon exercise of this Warrant, in lieu of the Common Stock that such Holder would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to such Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had such Holder been the holder of record of such shares of Common Stock receivable upon the exercise of this Warrant on the record date for the determination of those Persons entitled to receive any such liquidating distribution, provided, however, that the Holder shall not in any case be required to assume or be obligated in respect of any liabilities of Company.
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 receive at least $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Participating Preferred Stock shall be entitled to receive at least an 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").
Dissolution Liquidation and Winding Up. In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Partnership (hereinafter referred to as a "Liquidation"), the holders of Series F Preferred Units shall be entitled to receive the greater of (a) $10.00 per unit, plus an amount equal to accrued and unpaid distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per unit equal to 1,000 times the aggregate amount to be distributed per unit to holders of Class A Common Partnership Units. In the event the Partnership shall at any time after the First Issuance declare or pay any distribution on the Class A Common Partnership Units payable in Class A Common Partnership Units, or effect a subdivision or combination or consolidation of the outstanding Class A Common Partnership Units (by reclassification or otherwise than by way of distribution in Class A Common Partnership Units) into a greater or lesser number of Class A Common Partnership Units, then in each such case the aggregate amount to which holders of Series F Preferred Units 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 Class A Common Partnership Units outstanding immediately after such event and the denominator of which is the number of Class A Common Partnership Units that were outstanding immediately prior to such event.
Dissolution Liquidation and Winding Up. Section 7.01 Dissolution Section 7.02 Accounting Section 7.03 Certificate of Cancellation Section 7.04 Winding Up Section 7.05 Order of Payment of Liabilities Upon Dissolution Section 7.06 Limitations on Payments Made in Dissolution
Dissolution Liquidation and Winding Up. 31 7.1 Accounting........................................................................................ 31 7.2 Distribution on Dissolution................................................................ 31 7.3 Timing Requirements......................................................................... 32 7.4 Sale of Partnership Assets.................................................................. 32 7.5 Distributions in Kind......................................................................... 32
Dissolution Liquidation and Winding Up. Section 8.1 Events Causing Dissolution.....................................19 Section 8.2
Dissolution Liquidation and Winding Up. In the event of any dissolution, liquidation or winding up of this Cooperative, whether voluntary or involuntary, all debts and liabilities of this Cooperative shall be paid first according to their respective priorities. As more particularly provided in the Bylaws, the remaining assets shall then be paid to the holders of equity capital to the extent of their interests therein and any excess shall be paid to the patrons of this Cooperative on the basis of their past patronage. The Bylaws may provide more particularly for the allocation among the members and nonmember patrons of this Cooperative of the consideration received in any merger or consolidation to which this Cooperative is a party.
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 Series C 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 Shares. In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in shares of Common Shares) into a greater or lesser number of Common Shares, then in each such case the aggregate amount to which holders of shares of Series C 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 Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. The liquidation preference of the outstanding shares of Series C Preferred Stock will not be added to the liabilities of the Corporation for the purpose of determining whether under the Maryland General Corporation Law a distribution may be made to stockholders of the Corporation whose preferential rights upon dissolution of the Corporation are junior to those of Series C Preferred Stock.