Voluntary Dissolution Clause Samples
The Voluntary Dissolution clause outlines the process by which an organization or entity can choose to formally end its existence through a decision made by its members or governing body. Typically, this involves a vote or written consent by a specified majority, followed by the orderly winding up of affairs, such as settling debts and distributing remaining assets. This clause provides a clear and structured method for ending the entity’s operations when continuation is no longer desired, ensuring that all legal and financial obligations are properly addressed.
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Voluntary Dissolution. A Borrower, or any of its equity owners or Affiliates, voluntarily seeks, causes or takes any action to effect a dissolution or liquidation of such Borrower.
Voluntary Dissolution. Subject to applicable laws, in the event of adoption of a resolution of voluntary dissolution of the Company, the Company shall provide the Warrant Holder a notice thereof pursuant to Section 4(h) below and the Warrant Holder shall be deemed to have exercised the Warrant before adoption of such resolution (without the need for prior payment of the Exercise Price) unless it shall have given the Company written notice within 30 days from the date of the said notice of his waiver of the said right. If the Warrant Holder shall have given no such notice within the said time frame, the Warrant Holder shall be entitled to participate in the sum which it would have received upon dissolution of the Company as a holder of Warrant Shares due to the exercise of the Warrant held by it and, as the case may be, shares on the eve of adoption of the dissolution resolution, while deducting the Exercise Price from the monies it shall receive from its share in such dissolution, if any balance shall remain for distribution.
Voluntary Dissolution. Notwithstanding anything to the contrary herein, without the prior consent of the Required B-4 Holders, neither the Board nor the Members shall effect a voluntary dissolution of the Company (except in connection with an Approved Company Sale (as such term is defined in the Members Agreement)) unless the Members holding Class B-4 Units receive their pro rata percentage (based on the ratio of the number of Class B-4 Units held by such Members to the number of Common Units then outstanding) share of the assets of the Company in such dissolution or pro rata percentage share of the equity securities issued by any successor entity to the Company.
Voluntary Dissolution. VESTCOM agrees not to cause or approve a voluntary dissolution of the Company prior to the Automatic Redemption Date without the prior consent in writing of all of the Stockholders.
Voluntary Dissolution from and after the date of this Agreement, with the Consent of a majority of the Percentage Interests of the Non-Managing Members, an election to dissolve the Company made by the Managing Member, in its sole and absolute discretion;
Voluntary Dissolution. Subject to the other terms and conditions of this Agreement, the Partnership shall not be subject to dissolution, except as provided in Sections 7.5(a) and 13.2, during the Primary Term. Just prior to the end of the Primary Term, the Managing Partner shall, if required, properly file documents with the State of Delaware, and each calendar year thereafter, to extend the existence of the Partnership from year to year; provided, however, that a Partner may elect to dissolve the Partnership and terminate this Agreement after expiration of the Primary Term by giving the other Partners written notice of such election not less than four (4) months prior to the date such dissolution is to take effect.
Voluntary Dissolution. (a) In the event the Executive Committee votes to dissolve the Partnership, the Executive Committee shall give written notice to all of the Partners of such decision at least six (6) months prior to the intended date of dissolution and in such notice shall set forth a price at which any Partner or Partners may purchase the assets and liabilities of the Partnership. Any or all of the Partners shall have the right to accept the offer to purchase the Partnership on the terms and conditions set forth in the Executive Committee's notice within thirty (30) days of the date notice was given by notifying the Executive Committee of such acceptance by written notice.
(b) In the event the Partnership is dissolved by Voluntary Dissolution, the Partnership shall assign to USC (or any USC Successor) any and all rights the Partnership shall have in and to any and all Royalties as defined in the Joint Venture Agreement.
Voluntary Dissolution. The Partnership may be voluntarily dissolved by the Partners upon the unanimous written agreement of all of the Partners.
Voluntary Dissolution. CLC agrees not to cause or approve a voluntary dissolution of the Company prior to the Automatic Redemption Date without the prior consent in writing of all of the Stockholders.
Voluntary Dissolution. In the event of the Company’s dissolution upon mutual agreement of the Parties, the Parties hereto agree that an orderly liquidation of the assets of the Company will take place.