Merger or Liquidation Sample Clauses

The Merger or Liquidation clause defines the rights and obligations of the parties in the event that one party undergoes a merger with another entity or is liquidated. Typically, this clause outlines what happens to the agreement if such a corporate event occurs, such as whether the contract is assigned to the successor entity or terminated, and may specify notice requirements or consent procedures. Its core function is to provide certainty and continuity (or a clear exit) for contractual relationships when significant organizational changes like mergers or liquidations take place, thereby managing risk and avoiding disputes over contract enforceability.
Merger or Liquidation. Approve any transaction or merger, consolidation, amalgamation, recapitalization or other form of business combination, or any liquidation, winding up or dissolution of any of the Company Entities or any other transaction in which a Company Entity is not the surviving entity.
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Merger or Liquidation. The merger, combination, consolidation, or termination or liquidation of the Partnership with or into any other entity or the merger, combination or consolidation of any other entity with or into the Partnership or the entering into of any agreement with respect to the foregoing.
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Merger or Liquidation of the Borrower. GGP, Inc. or the Borrower shall merge or liquidate with or into any other Person and, as a result thereof and after giving effect thereto, (i) GGP, Inc. or the Borrower, as applicable is not the surviving Person or (ii) such merger or liquidation would effect an acquisition of or Investment in any Person not otherwise permitted under the terms of this Agreement. An Event of Default shall be deemed "continuing" until cured or waived in writing in accordance with Section 15.7.
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Merger or Liquidation. The Obligors will not: (a) without the prior written consent of the Required Holders, change its name, change its jurisdiction of incorporation or enter into any merger or consolidation; or (b) without the prior written consent of the Required Holders, liquidate, reorganize, recapitalize or dissolve.
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Related to Merger or Liquidation

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • DISSOLUTION, LIQUIDATION AND MERGER 44 Section 9.1. Dissolution Upon Expiration Date..............................................................44 Section 9.2.

  • 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.