Common use of MERGER; DISSOLUTION Clause in Contracts

MERGER; DISSOLUTION. (A) In no event shall a merger involving the Cooperative be permitted unless approved by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors. The resolution shall revoke, amend or restate the Cooperative’s charter in order to accomplish the merger. (B) Dissolution of the Cooperative shall only occur by law or upon approval by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors and transfer of title to all property owned by the Cooperative shall occur in a manner consistent with Chapter 189, Florida Statutes, unless (1) the Cooperative is merged into an independent special district, or (2) otherwise provided in a dissolution plan adopted by at least seventy-five (75%) percent vote of the Quorum of the Board of Directors using the Normal Vote Method expressed by resolution of the Board of Directors, or (3) otherwise provided herein. (C) Any merger or dissolution plan may not become effective unless arrangements have been made for the full assumption of all governmental services and responsibilities then being provided and undertaken by the Cooperative, and the allocation of revenue, property, and indebtedness of the Cooperative. If any Obligations of the Cooperative are outstanding, any merger or dissolution plan shall set forth the arrangements under which holders of outstanding Obligations will be timely paid, or continue to be paid, which arrangements must be consistent with the terms of the outstanding Obligations, any related Financing Documents and any applicable Funding Agreements. Any resolution, agreement, or formal action merging or dissolving the Cooperative must specify an effective date. (D) In the event the Board of Directors determine by resolution approved by at least a majority vote of the Quorum of the Board of Directors using the Normal Vote Method that dissolution is necessary, but approval of a dissolution plan by at least seventy-five (75%) percent of the Quorum of the Board of Directors using the Normal Vote Method cannot be obtained after reasonable good faith efforts to do so, then any Member Government is authorized to file such a petition for receivership in a court of competent jurisdiction and seek the appointment of a receiver to resolve and dissolve and wind up the affairs of the Cooperative in a manner generally consistent with the Interlocal Agreement.