12-1640B 12-1640B . . . Restructuring Agreement under which (a) Delaware corporation (Company) will become holding company by transferring substantially all its assets and liabilities, except for capital stock of its subsidiaries, to a newly organized wholly-owned Delaware subsidiary, (b) pursuant to terms of a Demerger Agreement, certain assets and liabilities of a Norwegian corporation (Norway-One) shall be demerged into a new Norwegian corporation (Norway-Two) and each holder of outstanding shares of Norway-One shall receive one share of capital stock of Norway-Two for each Norway-One share held by such holder, and (c) Company shall commence an Exchange Offer to prospective shareholders of Norway-Two to exchange cash and warrants for Company Class A Common Stock for their Norway-Two shares
Indiana Restructuring Agreement
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US-CC-12-1640B
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FAQ
Chapter 7 bankruptcy is sometimes called ?liquidation? bankruptcy. Businesses going through this type of bankruptcy are past the stage of reorganization and must sell off assets to pay their creditors. The process works much the same for individuals.
Generally speaking, insolvency refers to situations where a debtor cannot pay the debts they owe. For instance, a troubled company may become insolvent when it is unable to repay its creditors money owed on time, often leading to a bankruptcy filing.
A ?person???which ?includes an individual or organization,? under § 1-201(30)??can be insolvent when: one ?has either ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is insolvent within the meaning of federal bankruptcy law.? The UCC's Official Comment 23 to § 1- ...
Simply being insolvent does not provide enough grounds for a company's creditors to petition for bankruptcy or liquidation. There must be a genuine default of an agreed payment or liability. Liquidation however, is the legal ending of a limited company, which stops a business from trading or employing staff.
There are three different types of Liquidation. A Creditors' Voluntary Liquidation ("CVL") A Creditors' Voluntary Liquidation ("CVL") is an insolvent Liquidation, meaning a company is unable to pay its debts i.e. is considered insolvent. A Members' Voluntary Liquidation ("MVL") ... Compulsory Liquidation.
Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation.
Section 271 - Insolvency (a) A debtor is insolvent if, at a fair valuation, the sum of the debtor's debts is greater than the sum of the debtor's assets. (b) A debtor that is generally not paying the debtor's debts as they become due other than as a result of a bona fide dispute is presumed to be insolvent.