CONTINUATION OF COMPANY. In the event of an occurrence described in Section 1.04(c), if there is at least one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.
CONTINUATION OF COMPANY. The resignation, withdrawal, expulsion, insolvency or dissolution of the Member or the occurrence of any event that terminates the continued membership of the Member shall not, in and of itself, cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall, to the fullest extent permitted by law, be continued without dissolution as permitted by this Agreement and the Act. In the event the Member’s interest in the Company is terminated, provisions herein requiring the vote or consent of the Member shall no longer apply.
CONTINUATION OF COMPANY. Notwithstanding anything to the contrary set forth in this Agreement, the Company (a) shall not dissolve upon the bankruptcy, dissolution or dissociation of the Member and (b) shall continue to exist even with no remaining members.
CONTINUATION OF COMPANY. The Company shall not be dissolved or terminated by the Incapacity of any Partner as such, the Transfer by any Partner of its Interests or the admission of a new or substituted Director or Partner, and the existence and business of the Company shall be continued notwithstanding the occurrence of any such event.
CONTINUATION OF COMPANY. The parties hereto hereby continue the Company, which is that certain limited liability company formed on March 23, 2007, upon the filing of a Certificate of Formation in the Office of Secretary of State of the State of Delaware in accordance with the requirements of the Delaware Act. From time to time, the Company shall file such further certificates of formation, qualifications to do business, fictitious name certificates or make filings in such jurisdictions as may be necessary or appropriate in connection with the conduct of the Company’s business or to provide notification of the limitation of liability of the Members under applicable law.
CONTINUATION OF COMPANY. 34 16.3 Events Causing Dissolution...............................................34 16.4
CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or the resignation of such Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 8.3 shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution.
CONTINUATION OF COMPANY. In the event of an occurrence described in Section 1.04(c), if there is at least one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the Arizona Corporations Commission.
CONTINUATION OF COMPANY. The parties agree that the transfer of the Transferred Interests and the withdrawal of the Transferor from the Company will not dissolve the Company, and that the business of the Company will continue.
CONTINUATION OF COMPANY. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative (which shall be an entity and not a natural person) of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a Substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Upon the occurrence of any event that causes the last remaining member to cease to be a member of the Company (other than upon an assignment by the member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Article XII, Section 1), each Person acting as an Independent Manager pursuant to this Agreement shall, without any action of any Person and simultaneously with the last remaining member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (as such, a "Special Member") and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any...
