Rights in case of dissolution and liquidation Clause Samples

Rights in case of dissolution and liquidation. The Issuer can only be dissolved by a shareholders’ resolution passed with a majority of at least 75 per cent. of the votes cast at an extraordinary General Meeting where at least 50 per cent. of the share capital is present or represented. If, as a result of losses incurred, the ratio of the Issuer's net assets to share capital is less than 50 per cent., the Board of directors must convene an extraordinary General Meeting within two months as of the date upon which the Board of directors became aware or should have become aware of these losses. At this General Meeting, the Board of directors needs to propose either the dissolution or the continuation of the Issuer. In the latter case, the Board must propose measures to redress the financial situation. Shareholders representing at least 75 per cent. of the votes validly cast at this meeting have the right to dissolve the Issuer, provided that at least 50 per cent. of the share capital is present or represented at the meeting. If, as a result of losses incurred, the ratio of the Issuer’s net assets to share capital is less than 25 per cent., the same procedure must be followed. However, in that case, shareholders representing 25 per cent. of the votes validly cast at the meeting can decide to dissolve the company. If the amount of the company's net assets drops below EUR 61,500 (i.e. the minimum amount of share capital of a société anonyme / naamloze vennootschap), any interested party may request the competent court to dissolve the company. The court can order the dissolution of the company or grant a grace period within which the company is to remedy the situation.