Merger Agreement; Dissolution of Seller Sample Clauses

Merger Agreement; Dissolution of Seller. (i) The conditions to the consummation of the Merger set forth in Article VI of the Merger Agreement shall have been satisfied or waived in accordance with the terms of the Merger Agreement (other than (A) such conditions addressing the consummation of the purchase and sale of the Acquired Assets pursuant to this Agreement, (B) such conditions addressing the dissolution or liquidation of Seller or the termination of its banking charter and (C) such other conditions that by their terms are to be satisfied at the closing of the Merger, but in each case subject to the satisfaction or waiver of such conditions assuming the closing of the Merger immediately following the Subsequent Closing) and (ii) Capital One shall have received an irrevocable letter from the parties to the Merger Agreement stating that such parties are ready, willing and able to consummate the Merger immediately following the Subsequent Closing.
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Related to Merger Agreement; Dissolution of Seller

  • Sale of Assets, Consolidation, Merger, Dissolution, Etc Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

  • 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.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Articles of Dissolution Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

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