Liquidation(a) Clause Samples

Liquidation(a). (a) When any reason for liquidation of the Company as specified in the Laws and Regulations or as agreed upon by the Parties arises, the Company will carry out the liquidation in accordance with applicable Laws and Regulations of the PRC. (b) Upon its decision to liquidate the Company, the shareholders’ meeting shall formulate liquidation procedures and principles and establish a liquidation committee (the "Liquidation Committee") in accordance with Laws and Regulations of the PRC relating to the liquidation, which shall conduct the liquidation of the Company pursuant to the Company Law of the People’s Republic of China, the Articles of Association of the Company and other Laws and Regulations of the PRC relating to the liquidation. The Liquidation Committee shall conduct a thorough examination of the Company’s property, creditor’s rights and debts, work out the statement of assets and liabilities and a property list, put forward a basis on which the Company’s property is evaluated and calculated, formulate a liquidation plan for the Company and fulfill such other tasks as may be required by applicable Laws and Regulations. (c) The Liquidation Committee shall pay the liquidation expenses and discharge the Company’s liabilities out of the Company’s assets in accordance with the order of priority as specified in applicable Laws and Regulations. After the payment by the Company of the liquidation expenses, wages of employees, social insurance contributions and statutory compensations, outstanding taxes and discharge of the Company’s debts according to law, the balance of its assets shall be distributed in the following order: 1) the Investors shall be paid in priority to the other shareholders. The remaining assets of the Company shall be first distributed to the Investors until the Investors will have obtained in the aggregate: (1) Board approved dividend declared but not yet paid to the Investors, and (2) 100% of the total amount of the Investor Capital Increase Subscription Price plus the interest calculated at an annual (compound) rate of 10% (for the period from the date of Closing of the investment in the Company by the Investors to the date of receipt by the Investors of the liquidation proceeds, and for a period less than a year, the interest shall be calculated on a pro rata basis) (collectively the “Investors Priority Liquidation Payment”); if the liquidation proceeds are not sufficient to fully pay the Investors Priority Liquidation Payment, each o...
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Related to Liquidation(a)

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution and Liquidation (Check One)