Bankruptcy of the Managing Member Sample Clauses

Bankruptcy of the Managing Member. The occurrence of any event set forth in Section 18-304 of the Delaware Act (Events of bankruptcy) with respect to the Managing Member (or similar bankruptcy or insolvency event under any law or statute governing the Managing Member) shall not cause the Managing Member to cease to be the sole Managing Member of the Company and, upon the occurrence of such an event, the Company shall continue without dissolution.
Sample 1
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Bankruptcy of the Managing Member. Upon the Bankruptcy or dissolution of the Managing Member, (a) the Managing Member or its legal representative shall give Notice to the Members of such event and shall, subject to compliance with Nevada Gaming Laws, automatically, with or without delivery of such Notice, become a special Member with no power, authority or responsibility to bind the Company or to make decisions concerning, or manage or control, the affairs of the Company and (b) such Person as may be selected by a majority of the Percentage Interests of the other Members within ninety (90) days of the date of the event that caused the Managing Member to become a special Member (plus such additional time as may be required to receive all necessary approvals under Nevada Gaming Laws) shall be admitted to the Company as a successor Managing Member (effective upon receipt of any necessary Gaming License) and such successor shall continue the business of the Company without dissolution. If a successor Managing Member selected by a majority of the Percentage Interests of the other Members is not admitted to the Company within such ninety (90) day period (as such period may be extended as may be required to receive all necessary approvals under Nevada Gaming Laws), the Company shall dissolve in accordance with Article X.
Sample 1
Bankruptcy of the Managing Member. Upon the Bankruptcy --------------------------------- or dissolution of the Managing Member, (a) the Managing Member or its legal representative shall give Notice to the Non-Managing Members of such event and shall automatically, with or without delivery of such Notice, become a special Non-Managing Member with no power, authority or responsibility to bind the Company or to make decisions concerning, or manage or control, the affairs of the Company, and the recorded certificate of the Company shall be amended to reflect such fact, and (b) such Person as may be selected by a majority of the Percentage Interests of the Non-Managing Members within ninety (90) days of the date of the event that caused the Managing Member to become a special Non-Managing Member shall be admitted to the Company as a successor Managing Member (effective as of the date of the bankruptcy or dissolution of the prior Managing Member) and such successor shall continue the business of the Company without dissolution, in which case the Investment Period shall terminate. If a successor Managing Member selected by a majority of the Percentage Interests of the Non-Managing Members is not admitted to the Company within such ninety (90) day period, the Company shall dissolve in accordance with Article XI. In the case of a ---------- conversion of the Managing Member to a special Non-Managing Member and continuance of the Company without dissolution, each of the special Non- Managing Member and the Advisory Committee shall select one Expert, and such Experts shall jointly select a third Expert, which jointly selected Expert shall determine the Fair Value of the special Non-Managing Member's Interest as of the effective date it became a special Non-Managing Member, taking into account all profits, losses, gains, deductions, distributions and other credits and charges (other than fees) to which the special Non-Managing Member was and would be entitled under this Agreement if all Investments of the Company were sold on the effective date of creation of the special Non- Managing Member for their Fair Value and the proceeds were distributed on such date pursuant to this Agreement. Thereafter, the special Non-Managing Member shall be entitled to a percentage of all future profits, losses, gains, deductions, distributions and other credits and charges of the Company equal to the quotient of (x) the Fair Value of the special Non-Managing Member's Interest as of the date it was created divided by (y) ...
Sample 1

Related to Bankruptcy of the Managing Member

  • Bankruptcy of a Member The bankruptcy (including within the meaning of Sections 18-101 and 18-304 of the Act) of a Member shall cause such Member to cease to be a Member, but notwithstanding the occurrence of such event, the Company shall continue without dissolution. The receivership or dissolution of a Member shall not in and of itself cause the dissolution of the Company, and notwithstanding the occurrence of such event, the Company shall continue without dissolution under the management and control of the remaining Members, unless there are no remaining Members of the Company.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

  • Liquidating Trustee Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

  • Death, Incompetency, or Bankruptcy of Member On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3.

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series Collection Drop 004 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

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