Dissolution of Newco Clause Samples

The 'Dissolution of Newco' clause outlines the procedures and conditions under which the newly formed company (Newco) may be legally dissolved. It typically specifies the events that can trigger dissolution, such as mutual agreement of the parties, insolvency, or the achievement of the company's purpose, and details the steps for winding up affairs, including asset distribution and settlement of liabilities. This clause ensures that all parties understand the process for ending the company's existence, thereby providing a clear framework for orderly closure and minimizing disputes.
Dissolution of Newco. Each Original Party agrees to take such actions as are necessary to cause the dissolution of Newco under Delaware law as soon as practical following execution of this Agreement.
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Dissolution of Newco. Any intercompany sub-agreements affecting this joint venture.
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Dissolution of Newco. HBMS will cause Newco to be wound up. Upon the winding up of Newco (i) the assets of Consent, Waiver and Amendment No. 3 ----------------------------------- Newco will be distributed to, and the liabilities of Newco will be assumed by, HBMS and (ii) Newco will be dissolved. Following the assumption of Newco's liabilities from HBMS as aforesaid, Terra Canada will demand repayment of the Newco Note from HBMS. HBMS will transfer the Option to Terra Canada in full satisfaction of the Newco Note. The events referred to in this Paragraph 4 shall be concluded no later than the date three days following the sale of the capital stock of Newco to HBMS as described in Paragraph 3 above.
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Dissolution of Newco. Within sixty (60) days following the Closing, Seller shall cause Newco to be liquidated and dissolved in accordance with Delaware law. The dissolution of Newco shall have the effect of transferring all of Newco’s assets, including the 45 Units of the Company held by Newco, to Seller. Seller shall take all action necessary to cause Newco to authorize and approve and to execute and deliver the New Operating Agreement at the Closing.
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Dissolution of Newco. If the Merger Agreement shall terminate in -------------------- accordance with its terms as in effect from time to time, each Stockholder hereby agrees to take such actions as are necessary or appropriate to dissolve and liquidate Newco, including executing, delivering and filing such documents, agreements and instruments as are necessary or appropriate to dissolve and liquidate Newco.
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Related to Dissolution of Newco

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.