Dissolve the Company Clause Samples
The 'Dissolve the Company' clause outlines the process and conditions under which a company may be formally terminated and its legal existence ended. Typically, this clause specifies the required approvals, such as a vote by shareholders or directors, and details the steps for winding up affairs, including settling debts and distributing remaining assets. Its core practical function is to provide a clear, orderly procedure for ending the company’s operations, thereby preventing disputes and ensuring all obligations are properly addressed.
Dissolve the Company. Except as provided in this Agreement, dissolve, terminate or liquidate the Company or any Subsidiary prior to the expiration of the term.
Dissolve the Company. Notwithstanding any contrary provision of this Agreement, without the written consent of all Members, the Board shall not have the authority to:
Dissolve the Company. The Initial Members each covenant and agree that none of them shall exercise this option unless it determines in good faith that a material change in circumstances has occurred that the Initial Member believes is materially detrimental to the interests of its investment or to the interests of its Affiliates. Upon notice from of an Initial Member that it has triggered its rights under this paragraph (a "Triggering Notice"), the Members shall, within ten (10) business days, seek to agree on the appropriate compensation or distribution to be paid to the moving Initial Member. Absent an agreement within ten business (10) days, unless extended by the consent of all of the Members, on the appropriate compensation or distribution to be paid to the moving Initial Member, an Initial Member that elects to exercise its option under this paragraph 6.1.e., shall have the right to have the amount of money or property to be transferred and paid or distributed to the moving Initial Member determined, on a non-binding basis, by a mediator in conjunction with all other Members. If non-binding mediation fails, the Company shall be dissolved and the amount of money or property to be distributed to the Members shall be determined by an arbitration, which arbitration shall be binding provided that the arbitrator=s determinations regarding distributions shall be consistent with the terms of Articles 4 and 6 hereof, to divide or sell the assets and liquidate the Company or sell all of the Interests in a manner to maximize the pro rata value paid to each Member in accordance with their Interests and their Capital Accounts (the "Liquidation Arbitration") provided, however, that notwithstanding anything to the contrary in this Agreement if (A) an Initial Member other than USE sends a Trigger Notice within five years from the date of this Agreement and (B) it is subsequently determined to liquidate the Company or sell all of the Interests of the Company, then the Net Proceeds of any liquidation or sale of Interests will be distributed to the Members as follows: