Complete Liquidation Clause Samples
Complete Liquidation or Disposition of more than 75% of the Company’s Assets. The stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of assets having an aggregate book value at the time of such sale or disposition of more than seventy-five percent (75%) of the total book value of the Company’s assets on a consolidated basis (or any transaction having a similar effect), other than any such sale or disposition by the Company (including by way of spin-off or other distribution) to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned immediately following such sale or disposition by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition; or
Complete Liquidation. Each of the Mergers is -------------------- intended to qualify as a complete liquidation under Section 332 of the Internal Revenue Code of 1986, as amended, of the entity merging out of existence.
Complete Liquidation. A Limited Partner may at any time subsequent to the Anniversary Date elect for its Interest to be liquidated as provided in this Article X by delivering written notice of the same to the General Partner (the "LIQUIDATION NOTICE"). In order to effect such a liquidation, the General Partner must transfer to the Limited Partner money and/or assets (the "DISTRIBUTED ASSETS"), the value of which the General Partner believes in good faith equals the capital account balance of such Limited Partner as of the date of the Liquidation Notice (including any adjustment required to the capital account of the Limited Partner pursuant to Section 7.4(iii)), which distribution shall include, to the extent possible, that Limited Partner's pro rata share of the Callon Shares (based on relative capital account balances).