Partial Liquidation Sample Clauses

The Partial Liquidation clause allows for the sale or disposal of a portion of a company's assets or business operations without requiring a full dissolution of the entity. In practice, this means that a company can divest certain divisions, product lines, or assets while continuing to operate its remaining business. This clause is particularly useful for companies seeking to raise capital, streamline operations, or exit unprofitable segments, as it provides a structured process for partial asset sales and clarifies the rights and obligations of the parties involved. Ultimately, it facilitates flexibility in business restructuring and helps address the need for targeted asset management without triggering a complete liquidation event.
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Partial Liquidation. In case the Liquidation Event results (i) from an exclusive license of less than 100% (one hundred percent) of the assets of the Company, (ii) from a sale of less than 100% (one hundred percent) of the assets of the Company, or (iii) from a sale of less than 100% (one hundred percent) of the shares of the Company, all Parties participating in such sale shall participate and/or dispose of their Shares on a pro rata basis and the sales proceeds shall be distributed amongst such Parties participating in such sale pursuant to the calculation of the Liquidation Preference pursuant to section 4.4.2 whereby the implied value of 100% (one hundred percent) of the assets and/or the Shares of the Company shall be used for such calculation. In each such case, the remaining assets and/or shares not covered by such partial liquidation shall be deemed the new 100% basis for determining whether and to what extent a subsequent Liquidation Event occurs pursuant to this section 4.4.
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Partial Liquidation. (a) The Buyer shall (i) during a period of five (5) years following the Closing Date refrain from any actions, and procure that the Company refrains from any actions, that could lead to an indirect partial liquidation (indirekte Teilliquidation) as defined in article 20a of the Swiss Federal Act on Direct Federal Taxation (Bundesgesetz über die direkte Bundessteuer) and the corresponding cantonal Tax provisions and thus to a reclassification of the relevant Sellers' private capital gain to taxable income from investment and (ii), irrespective of any fault or knowledge and without being subject to any limitations under this Agreement or under the CO, indemnify and hold harmless the Sellers (except the Sellers 1, 8, 9, 10, 11, 13 and 14) from and against all Taxes, damages and any reasonable professional or other out-of-pocket fees, expenses or other costs incurred in or in connection with or in connection with the reclassification of the Sellers' income as described in this Section 8.1. (b) In the event any of the Sellers receive from the Tax Authorities the notification and/or assessment concerning the reclassification of the relevant Sellers' private capital gain to taxable income from investment, such Seller shall give the Buyer notice as soon as reasonably practicable, but at the latest five (5) Business Days after receipt of the notification. The Buyer shall have the right to instruct the respective Seller, and the respective Seller in such case shall be obliged, to appeal (Einsprache) against such notification and thereafter initiate legal proceedings. Any and all such legal proceedings shall be at the costs and expenses of the Buyer. However, the Buyer shall not indemnify the respective Seller for own (legal or tax) advisors. In case the respective Seller engages its own (legal or tax) advisors, the costs of such own (legal or tax) advisors shall be borne by the respective Seller and such own (legal or tax) advisors shall not have the right to file the appeal (Einsprache), which is to be prepared by the Buyer (it being agreed that the Buyer shall provide the draft appeal reasonably in advance prior to filing to such Seller or his or her own (legal or tax) advisors and shall take into account any reasonable comments). If a Seller breaches his or her obligations set out in this Section 8.1(b), such Seller's rights to be indemnified under this Section 8.1 shall be precluded and forfeited (verwirkt). (c) The Buyer undertakes to impose its obligations und...
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Partial Liquidation. Permit all or any portion of a Fund associated with the distribution or elders program to be liquidated and distributed to the Distribution Beneficiaries or permit all or any portion of the Fund associated with the scholarships program to be distributed to one or more foundations, tribes, nonprofit corporations and other organizations that, in the judgment of the Board of Trustees, will promote the purposes of the scholarships program.
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Partial Liquidation. Subject to the last sentence of this subparagraph (4), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (1), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (1) of this paragraph E., the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion
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Partial Liquidation. Subject to the size of the client’s portfolio, the client shall give 7 days’ notice in writing to the effect a partial withdrawal not exceeding 10% of the market value of the securities, funds and other property comprising the client’s account(s) and 21 days prior written notice in the case of partial withdrawals exceeding 10% of the market value of the client’s assets but not amounting to a total liquidation of investment; provided however that the client acknowledges that in the case of investment held in emerging market and, in particular, in Nigeria, delay in redemption are likely given the relative illiquidity of these markets.
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Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations.
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Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations. 1 In the event of underfunding, the Board of Trustees shall consult with the recognised occupational benefits expert to determine appropriate measures to remedy the underfunding. If necessary, the interest rate on retirement assets must be reduced, the contributions increased or the benefits, including current pensions in excess of BVG benefits, adjusted to the available funds after prior consultation with the supervisory authority. These measures may be combined. As long as the underfunding persists and the interest rate on the retirement accounts (Art. 24 para. 2 lit. f) is below the BVG minimum interest rate, the minimum amount pursuant to Art. 17 FZG shall also be calculated at the interest rate applicable to the retirement accounts.
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Partial Liquidation. If any Limited Partner receives subsequent to the Anniversary Date distributions which, when compared to the distributions received by the other Partners, is not proportionate to the relative Post-Conversion Sharing Ratios of the Partners, the Post-Conversion Sharing Ratios shall be adjusted with respect to items of income and loss accruing subsequent to the date of such distribution as necessary to equitably reflect the effect of such disproportionate distribution.
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Partial Liquidation. Supplemental to this Agreement, the Company agrees to dividend out, on a basis acceptable to it without any approval on GRG's part, any or all of the GRG shares it receives to its Shareholders as a non-taxable partial liquidation. Upon such dividend, the Company agrees to non longer aggregate international long distance traffic for three (3) years.
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Related to Partial Liquidation

  • Cash Liquidation 7 Certificate...................................................................7

  • 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.

  • 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 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.