Dissolution Process Clause Samples

The Dissolution Process clause outlines the procedures and steps to be followed when formally ending or winding up an entity, such as a partnership or company. Typically, this clause details how assets and liabilities will be handled, the order of payments to creditors and partners, and the responsibilities of each party during the dissolution. Its core practical function is to provide a clear, orderly framework for closing down operations and distributing remaining assets, thereby minimizing disputes and ensuring legal compliance during the dissolution.
POPULAR SAMPLE Copied 1 times
Dissolution Process. Subject to applicable law, the Company shall be dissolved in accordance with this Section 10.02. 34
View SourceView Similar (2)
Dissolution Process. ▇▇▇▇▇▇▇ and TEPS agree that the Company shall be liquidated and dissolved in accordance with Section 12.02 of the LLC Agreement and the Delaware Act. The dissolution will be effected by the Board of Managers, which will remain in place until the dissolution is complete. The Board of Managers will prepare or cause to be prepared and furnish to each Member the statement setting forth assets and liabilities of the Company and the manner in which the Company Property was liquidated and distributed, in accordance with Section 12.02 of the LLC Agreement.
View Source
Dissolution Process. The Plan shall dissolve and shall commence winding up and liquidating following the occurrence of a Dissolution Event and distribution of the proceeds thereof. A reasonable time shall be allowed for the orderly liquidation of the assets of the Plan and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendance upon liquidation. Pending the final liquidation of the Plan, Members shall continue to share Profits, Losses, gain, loss and other items of Plan income, gain, loss, or deduction in the manner provided in Articles V and VI.
View Source
Dissolution Process. If, at any time prior to the expiration of the Charter:
View Source
Dissolution Process. Upon dissolution, all Health Joint Health Board debts and expenses shall be satisfied prior to distribution of any assets to the Member Counties. This paragraph shall not apply to real property and buildings that remained the property of the Member County. Real property purchased by the Joint Health Board and any improvements, buildings, and fixtures upon said property shall have a fair market value established by appraisal prior to the effective date of the dissolution. The Member County in which said real property is located shall have the first right to purchase for the appraised price. In the event that the Member County in which the property is located does not exercise its right to purchase within three (3) months of the effective date of the dissolution, the real property shall be sold and the net proceeds shall be distributed according to the percentage that each Member County contributed to the last budget for the Joint Health Board. If no Member County contributed to the last budget for the Joint Health Board, said distribution shall occur evenly. a. An inventory of all Joint Health Board personal property and equipment shall be compiled in the year preceding the dissolution. Values for said personal property and equipment shall be established by appraisal or, upon agreement of all Member Counties, any other commercially reasonable method. b. The property and equipment shall be distributed to each Member County as follows: i. Each Member County shall be assigned an available credit amount based upon the total value of the property and equipment established above multiplied by the percentage that each Member County contributed to the last annual budget for the Board. If no Member County contributed to the last budget for the Joint Health Board, said distribution shall occur evenly. For example, if a Member County contributed 40% of the last annual budget and the total value of the property and equipment was $100,000, the Member County would have an available credit of $40,000. ii. Each Member County shall alternate selecting items with the initial order selected by drawing numbers. Selection shall occur as follows: 1. The Member County with the first selection in the first round shall select last in the second round, first in the third round, etc. 2. The Member County with the second selection in the first round shall select second to last in the second round, second in the third round, etc. 3. The Member County with the third selection in the fir...
View Source
Dissolution Process. BASIS AND PROCESS FOR DISSOLUTION (61) If, at any time prior to the expiration of the Charter: (a) a decision is made not to apply for renewal of the Charter; (b) the student enrollment falls below the minimum limit prescribed by the regulations; (c) the basic terms of the Charter cannot be fulfilled nor satisfactorily amended; or (d) the Charter has been repealed pursuant to the regulations; then the Charter Board will call a special meeting (the “dissolution meeting”) of the Charter Board to determine the effective date of dissolution and to begin planning the dissolution process. (62) Ideally, the effective date of dissolution will coincide with the end of a school year. (63) The dissolution process shall begin immediately following the dissolution meeting and shall be carried out by the Charter Board with the assistance and guidance of the School Council, if necessary. The Charter Board shall use its best efforts to meet financial and other obligations of the school throughout the dissolution process ADVICE TO STAKEHOLDERS (64) Within two weeks of its decision, the Charter Board shall, in accordance with relevant legislation, give written notice to all stakeholders of the decision to dissolve the Charter. Stakeholders include the Minister, the Society members, the teachers and all other employees of the Charter Board, and the parents and students. Notice of dissolution shall provide the reasons for, the effective date of, and the proposed plan for dissolution. DISPOSITION OF PROPERTY AND FINANCES (65) After providing notice to stakeholders as provided above, the Charter Board shall proceed to: (a) provide notice pursuant to any rental agreements for buildings, land, property or facilities; (b) determine a value for any owned buildings, land, property, facilities or other assets; (c) liquidate any owned assets either by public auction or private sale; (d) discharge the liabilities of the school; (e) provide the Society and the Minister with a full accounting of the finances of the school; (f) return any surplus attributable to provincial funding to the Provincial Treasurer; and (g) turn over to the Society any residual funds at which point the Society shall be dissolved in accordance with the Society Bylaws. TRANSFER OF STUDENT RECORDS (66) The Charter Board shall provide each registered student with a transfer of records form to be completed with information regarding the school to which records are to be transferred. Within fourteen days of receipt of...
View Source
Dissolution Process. From and after the Effective Date, the Company (or any successor entity of the Company) shall proceed, in a timely manner, to liquidate the Company in accordance with the procedures set forth in Sections 280 and 281(a) of the DGCL. In this respect, the Company shall follow the procedures set forth in Section 280 of the DGCL, and in conformity with the requirements of Section 281(a) of the DGCL: (a) Shall pay the claims made and not rejected in accordance with Section 280(a) of the DGCL; (b) Shall post the security offered and not rejected pursuant to Section 280(b)(2) of the DGCL; (c) Shall post any security ordered by the Delaware Court of Chancery in any proceeding under Section 280(c) of the DGCL; and (d) Shall pay or make provision for all other claims that are mature, known or uncontested or that have been finally determined to be owing by the Company. Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of assets available therefor. Any remaining assets shall be distributed to the common stockholders of the Company; provided, however, that such distribution shall not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to Section 280(a)(3) of the DGCL. In the absence of actual fraud, the judgment of the Board as to the provision made for the payment of all obligations under paragraph (d) of this Section shall be conclusive. Notwithstanding anything contained herein to the contrary, the Company (or any successor entity of the Company) may opt to dissolve the Company in accordance with the procedures set forth in Section 281(b) of the DGCL.
View Source
Dissolution Process. Unless otherwise detailed in this Agreement, the Parties agree that VOX shall be liquidated and dissolved according to Sections 12.01-12.03 of the Operating Agreement and the Delaware Limited Liability Company Act as of the Effective Date of this Agreement.
View Source
Dissolution Process. The Fencing Consortium may only be dissolved by a joint resolution approved by four-fifths of the then current Members or by a unanimous vote of the entire Board on a dissolution resolution. Dissolution shall not be effective for at least six months from the adoption the resolution unless an earlier dissolution date is approved as part of the resolution. Prior to the effective date of the dissolution, the Board shall use the Fencing Consortium’s assets to pay its outstanding obligations. If the assets on hand are not sufficient to pay all outstanding obligations, the Board shall impose a Member Assessment to collect sufficient funds to pay the outstanding amounts. The Board shall divide the amount needing to be collected by a Member Assessment using the same formula for other Member Assessments. The Fencing Consortium shall not be finally dissolved until its outstanding obligations are paid in full.
View Source

Related to Dissolution Process

  • Dissolution Winding Up (a) The Partnership shall be dissolved upon (i) the adoption of a plan of dissolution by the General Partner(s) or (ii) the occurrence of any event required to cause the dissolution of the Partnership under the Act. (b) Any dissolution of the Partnership shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Partnership shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act. (c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnership’s intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.