Dissolution Documents Clause Samples
The Dissolution Documents clause outlines the requirements and procedures for preparing, executing, and filing the necessary paperwork to formally dissolve a business entity. In practice, this clause specifies which party is responsible for drafting the dissolution documents, the timeline for their completion, and any approvals or signatures needed from stakeholders. Its core function is to ensure that the dissolution process is handled in an orderly and legally compliant manner, thereby preventing disputes or delays related to the winding up of the business.
Dissolution Documents. Evidence of dissolution of the Subsidiaries listed on Section 1.8(a)(viii) of the Disclosure Schedule; and
Dissolution Documents. (i) As soon as possible following dissolution, a representative designated by the Members, shall execute and file a Statement of Intent to Dissolve in such form as shall be prescribed by the Wyoming Secretary of State. In addition, such appropriate representative shall execute and file such documents in other jurisdictions which may be required in connection with the dissolution of the Company.
(ii) Upon completion of the winding up, liquidation, and distribution of the assets as described in Paragraph 9.2(a) above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed in duplicate, verified by the persons signing the Articles, and filed with the Wyoming Secretary of State. The Articles of Dissolution shall be in the form required by the Act.
(iii) Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate actions as provided in the Act.
Dissolution Documents. Upon the dissolution and the commencement of winding up of the Company, the Manager shall have the authority to execute and file Articles of Dissolution of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company.
Dissolution Documents. 9.2.3.1 As soon as possible following dissolution, the Members or an appropriate representative designated by the Members, shall execute and file a Statement of Intent to Dissolve in such form as shall be prescribed by the Colorado Secretary of State. In addition, the Members or such appropriate representative shall execute and file such documents in other jurisdictions, which may be required in connection with the dissolution of the Company.
9.2.3.2 Upon completion of the winding up, liquidation, and distribution of the assets as described in Paragraph 9.2.1 above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities, and obligations have been paid and discharged, or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed in duplicate, verified by the persons signing the Articles, and filed with the Colorado Secretary of State. The Articles of Dissolution shall be in the form required by the Act.
9.2.3.3 Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate actions as provided in the Act.
Dissolution Documents. (a) Upon completion of the winding up, liquidation and distribution of the assets as described above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the Company’s remaining property and assets have been distributed to the Member, a certificate of dissolution (the “Certificate of Dissolution”) shall be executed, verified by the persons signing the certificate and filed by the Management Board, or, if no member of the Management Board shall then be serving, an appropriate representative designated by the Member, with the Delaware Secretary of State. The Certificate of Dissolution shall be in the form required by the Act. The Management Board or such representative shall execute and file, in a timely manner, any other documents in any other jurisdictions which may be required in connection with the dissolution of the Company.
(b) Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for any purposes as provided for in the Act.
Dissolution Documents. Upon completion of the winding up, liquidation and distribution of the assets as described in Section 8.2(b) hereof, the Company shall be deemed terminated. Furthermore, when all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the Company’s remaining Property and assets have been distributed to the Members, the certificate of cancellation shall be executed, verified by the persons signing the certificate and filed by the Manager, or, if no Manager shall then be serving, the Liquidator, with the Delaware Secretary of State. The certificate of cancellation shall be in the form required by the Act. The Manager or Liquidator, as the case may be, shall execute and file, in a timely manner, any other documents in any other jurisdictions which may be required in connection with the dissolution of the Company.