Dissolution of Seller. Nothing contained in this Agreement shall be construed as prohibiting Seller from dissolving after the Purchase and transferring to the Shareholder the OSI Common Stock.
Dissolution of Seller. Nothing contained in this Agreement shall be construed as prohibiting Sellers from dissolving after the Closing Date and transferring to each of Sellers’ respective shareholders their proportionate right to receive the Purchase Price as provided in Section 1.2.
Dissolution of Seller. 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. 3 General.......................................................................................................................... 3 Authority........................................................................................................................ 4
Dissolution of Seller. Purchaser acknowledges that following the Closing, Seller may adopt a plan of liquidation with the intent to dissolve the limited liability company. Provided, however, Seller and Member agree that the plan of liquidation will not be effectuated and implemented by Seller until all the conditions set forth in Section 2 of this Agreement regarding the transfer of all the respective Purchased Assets have been effectuated by Seller. Seller acknowledges that Purchaser will suffer irreparable harm in the event that Seller would liquidate prior to satisfying all of its obligations under the terms of this Agreement and the exhibits hereto.
Dissolution of Seller. Promptly following the Closing, Seller will take such action as may be required to dissolve and terminate its corporate existence and to liquidate completely and to distribute directly to the holder of its common stock all of its right, title and interest in and to its assets and liabilities, including the Share Consideration.
Dissolution of Seller. Seller agrees that after Closing Seller will liquidate completely and terminate its corporate existence. From and after the Closing Date, Seller will not engage in any business or other activity, except as required to complete its liquidation and dissolution. Nothing in this Agreement shall prevent Seller from dissolving promptly on or after the Closing Date.
Dissolution of Seller. Seller has adopted a 12-month plan of liquidation under IRC Section 337. After Closing, in accordance with its plan of liquidation, Seller will distribute to Selling Members all of Seller's right, title, and interest in and to this Agreement, the Note, and the Excluded Assets, in exchange for the surrender by Selling Members of their capital membership certificates of Seller for cancellation, and thereafter Seller will liquidate completely and terminate its entity existence. From and after the Closing Date, Seller will not engage in any business or other activity, except (i) as required to fulfill its obligations hereunder and (ii) as required to complete its liquidation and dissolution. Nothing in this Agreement shall prevent Seller from dissolving promptly on or after the Closing Date, with Seller's obligations in connection herewith thereupon becoming the joint and several obligations of the Members.
Dissolution of Seller. (a) In the event that the Shareholders shall adopt a resolution of dissolution for Seller in accordance with Ohio General Corporation Law Section. 1701.86 (the "DISSOLUTION RESOLUTION"), Seller shall have the right to transfer its rights under this Agreement and to the Escrow Fund (including, without limitation, the Escrow Stock and the Escrow Note) to a Liquidating Trustee, subject to the escrow provisions of this Agreement. In such event, Seller shall deliver to the Escrow Agent: (i) a certificate executed by an authorized officer of Seller stating that the Shareholders have adopted the Dissolution Resolution in accordance with Ohio General Corporation Law Section 1701.86 and specifying the date on which the Dissolution Resolution was adopted; (ii) a copy of the Dissolution Resolution, certified as true and correct by an authorized officer of Seller; (iii) a notice specifying (A) the name, address and taxpayer identification number of the Liquidating Trustee, (B) stock powers relating to such transfer of the Escrow Stock to the Liquidating Trustee and an endorsement, without representation or recourse of the Escrow Note to the Liquidating Trustee, in each case in form and substance satisfactory to the Escrow Agent and duly executed by Seller with signature guaranteed.
Dissolution of Seller. For a period of no less than two (2) years following the Closing Date, Seller covenants and agrees to maintain its corporate existence and not to take any action to merge with or into another entity nor to liquidate or dissolve under state law. Seller further agrees that, during such period, Seller will maintain not less than $200,000 of liquid cash or cash equivalents in an unrestricted bank account in the name of Seller.
Dissolution of Seller. Purchaser No. 1 and Purchaser No. 2 acknowledge that following the Closing, Seller may adopt a plan of liquidation with the intent to dissolve the limited liability company. Provided, however, Seller and each Member agree that the plan of liquidation will not be effectuated and implemented by Seller until all the conditions set forth in Section 2 of this Agreement regarding the transfer of all the respective purchased assets have been effectuated by Seller. Seller acknowledges that Purchaser No. 1 and Purchaser No. 2 will suffer irreparable harm in the event that Seller would liquidate prior to satisfying all of its obligations under the terms of this Agreement and the exhibits hereto.
