Common use of Certificate of Cancellation Clause in Contracts

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (APL SouthTex Pipeline Co LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Barnett, LLC)

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Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary Department of StateState of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (APL SouthTex Pipeline Co LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (APL SouthTex Pipeline Co LLC)

Certificate of Cancellation. Upon the dissolution Dissolution of the Company and the completion of the liquidation and winding up of its business and the Company’s affairs and businessliquidation process, the Member shall on behalf of the Company prepare and will file a certificate of cancellation (to cancel the Certificate) with the Delaware Secretary of State, as required by State pursuant to the Act. When At such certificate is filedtime, the Company’s existence shall ceaseCompany also will file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business.

Appears in 5 contracts

Samples: Asset Purchase and Contribution Agreement (Gci Inc), Operating Agreement (Gci Inc), Asset Purchase and Contribution Agreement (Alaska Communications Systems Group Inc)

Certificate of Cancellation. Upon the dissolution Dissolution of the Company and the --------------------------- completion of the liquidation and winding up of the Company’s affairs and its business, the Member shall on behalf of the Company prepare and will file a certificate of cancellation (to cancel the Certificate of Formation) with the Delaware Secretary of State, as required by State pursuant to the Act. When At such certificate is filedtime, the Company’s existence shall ceaseCompany will also file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business. A certificate of cancellation will also be filed at any time there is only one Member.

Appears in 5 contracts

Samples: Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf liquidation of the Company prepare and as contemplated in Section 12.2, the Company shall file a certificate of cancellation with the Delaware Secretary of StateState canceling the Certificate, as required by at which time the Act. When such certificate is filed, the Company’s existence Company shall ceaseterminate.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Moody National REIT I, Inc.), Agreement and Plan of Merger (MVP REIT, Inc.), Agreement and Plan of Merger (Moody National REIT II, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Member Company is terminated, and the liquidator or the Board (or such other Person or Persons as the Act may require or permit) shall on behalf file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by State of the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware and cancel any other filings made pursuant to Section 2.5.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (EP Income Co LLC), Limited Liability Company Operating Agreement (Eagle Point Credit Co LLC), Limited Liability Company Operating Agreement (NexPoint Capital, LLC)

Certificate of Cancellation. Upon the dissolution final distribution of the Company and the completion of the liquidation and winding up of the Company’s affairs and businessassets, the Member Company shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required cancel any foreign qualifications made by the Act. When Company, and take such certificate is filed, other actions as may be necessary to terminate the existence of the Company’s existence shall cease.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Exopack Holding Corp), Limited Liability Company Agreement (Exopack Holding Corp), Liability Company Agreement (Exopack Holding Corp)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Resources, LLC)

Certificate of Cancellation. Upon the dissolution Dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and its business, the Member shall on behalf of the Company prepare and will file a certificate of cancellation (to cancel the Certificate of Formation) with the Delaware Secretary of State, as required by State pursuant to the Act. When At such certificate is filedtime, the Company’s existence shall ceaseCompany will also file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business. A certificate of cancellation will also be filed at any time when there are no Members.

Appears in 3 contracts

Samples: Operating Agreement (Healtheon Webmd Corp), Operating Agreement (Healtheon Webmd Corp), Operating Agreement (Healtheon Webmd Corp)

Certificate of Cancellation. Upon the dissolution Dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and its business, the Member shall on behalf of the Company prepare and will file a certificate of cancellation (to cancel the Certificate) with the Delaware Secretary of State, as required by State pursuant to the Act. When At such certificate is filedtime, the Company’s existence shall ceaseCompany will also file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business.

Appears in 3 contracts

Samples: Operating Agreement (Booth Creek Ski Holdings Inc), Operating Agreement (Liberty Media International Inc), Operating Agreement (Tci Satellite Entertainment Inc)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and its business, the Member shall on behalf of the Company prepare and file a certificate of cancellation shall be filed with the Delaware Secretary of State, as required by pursuant to the Act. When At such certificate is filedtime, the Company shall also file an application for withdrawal of the Company’s existence shall cease's certificate of authority in any jurisdiction where it is then qualified to do business.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

Certificate of Cancellation. Upon After the dissolution affairs of the Company have been wound up and the completion of the liquidation and winding up of the Company’s affairs and businessCompany terminated, the Member shall on behalf of the Company prepare will execute and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Residential Capital, LLC), Limited Liability Company Agreement (Gmac LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf liquidation of the Company prepare and as contemplated in Section 12.2, the Company shall file a certificate Certificate of cancellation Cancellation with the Delaware Secretary of StateState of Delaware canceling the Certificate, as required by at which time the Act. When such certificate is filed, the Company’s existence Company shall ceaseterminate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Equinox Trust), Limited Liability Company Operating Agreement (Graphic Packaging International, LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Managing Member or the Designated Person shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of StateState of the State of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (European Wax Center, Inc.), Limited Liability Company Agreement (European Wax Center, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and its business, the Member Company shall on behalf of the Company prepare and file a certificate of cancellation (to cancel the articles of organization) (“Certificate of Cancellation”) with the Delaware Secretary of State, as required by the ActState pursuant to 6 Delaware Code Section 18-203. When At such certificate is filedtime, the Company’s existence Company shall ceasealso file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to do business.

Appears in 2 contracts

Samples: Operating Agreement (KBS Real Estate Investment Trust, Inc.), Operating Agreement (KBS Real Estate Investment Trust, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company --------------------------- and the completion of the liquidation and winding up of the Company’s affairs and its business, the Member shall on behalf of the Company prepare and file a certificate of cancellation shall be filed with the Delaware Secretary of State, as required by pursuant to the Act. When At such certificate is filedtime, the Company shall also file an application for withdrawal of the Company’s existence shall cease's certificate of authority in any jurisdiction where it is then qualified to do business.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Member Company is terminated, and the Managers (or such other person or persons as the Act may require or permit) shall on behalf file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of StateState of the State of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall ceaseand cancel any other filings made pursuant to Section 2.5.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Internet Capital Group Inc), Limited Liability Company Agreement (Internet Capital Group Inc)

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Member Board of Directors shall on behalf cancel any filings made pursuant to Section 1.5 and the Board of Directors (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as State of the State of Delaware. The Company shall terminate when the Certificate shall have been canceled in the manner required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC), Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC)

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Member Company is terminated, and the Board of Directors (or such other person or persons as the Act may require or permit) shall on behalf file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of StateState of the State of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall ceaseand cancel any other filings made pursuant to Section 1.5.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (MagnaChip Semiconductor LTD (United Kingdom)), Limited Liability Company Operating Agreement (MacDermid Group Inc.)

Certificate of Cancellation. Upon In accordance with the Act, as soon as practicable upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf Members will cause to be executed and filed a Certificate of Cancellation of the Company prepare and file a certificate of cancellation with in such form as is prescribed by the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Eagle Holdco 3 LLC), Limited Liability Company Agreement (Eagle Holdco 3 LLC)

Certificate of Cancellation. Upon After the dissolution affairs of the Company have been wound up and the completion of the liquidation and winding up of the Company’s affairs and businessCompany terminated, the Member shall on behalf of the Company prepare will execute and file a certificate of cancellation with the Delaware Secretary of State, as required by State of the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ford Motor Credit Co LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware office of the Secretary of StateState of the State of Delaware, as required by the Act. When such certificate of cancellation is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member Members shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary Department of StateState of the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LEAF Equipment Finance Fund 4, L.P.)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Liquidating Manager shall (or if the Liquidating Manager fails to act, then any Member shall on behalf of the Company may) prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Operating Agreement (Stratus Services Group Inc)

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Certificate of Cancellation. Upon the dissolution of the Company for any reason and the completion of the liquidation and winding up of the Company’s affairs and business, the Member Manager shall on behalf of the Company prepare and file cause a certificate of cancellation with of the Delaware Certificate of Formation to be filed in the office of the Secretary of State, as required by State of the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Phoenix Capital Group Holdings, LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the On completion of the liquidation distribution of Company assets as provided in this Agreement and winding any other actions necessary to wind up of the Company’s affairs and business, the Managing Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of StateState of Delaware, as required by and the Act. When such certificate is filed, the Company’s existence Company shall ceasebe terminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare promptly execute and file cause to be filed a certificate of cancellation in accordance with the Delaware Secretary Act and appropriate instruments under the laws of State, as required by any other states or jurisdictions in which the ActCompany has engaged in business. When Upon such certificate is filedof cancellation becoming effective, the Company’s existence Company shall ceasebe terminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Member Company is terminated, and the Directors (or such other person or persons as the Act may require or permit) shall on behalf file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by State of the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MediaAlpha, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Managing Member shall on behalf cause a Certificate of Cancellation to be executed and filed with the office of the Company prepare and file a certificate Secretary of cancellation State of Delaware in accordance with Section 18-203 of the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Operating Agreement (Peninsula Gaming Corp)

Certificate of Cancellation. Upon the dissolution of the Company and On the completion of the liquidation and winding up of the Company’s affairs and businessCompany following its dissolution, the Company is terminated, and the Managing Member (or such other Person or Persons as the Act may require or permit) shall on behalf file a Certificate of Cancellation with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by State of the Act. When such certificate is filed, the Company’s existence shall ceaseState of Delaware and cancel any other filings made pursuant to Section 2.5.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Garrison Capital LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall shall, on behalf of the Company Company, prepare and file a certificate of cancellation with the Delaware Secretary of StateState of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atlas Pipeline Partners Lp)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member Manager shall on behalf cause a Certificate of Cancellation to be filed with the Office of the Company prepare and file a certificate of cancellation with the Delaware Secretary of StateState of the State of Delaware, as required by pursuant to the requirements of the Act. When , canceling the Certificate of Formation; provided that such certificate is filed, Certificate of Cancellation shall not be filed prior to January 1 of the third (3rd) calendar year subsequent to the sale of all of the assets of the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernigan Capital, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware office of the Secretary of StateState of the State of Delaware, as required by the ActDLLCA. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (U.S. Well Services Holdings, LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the On completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, assets as required by the Act. When such certificate is filedprovided herein, the Company’s existence shall ceasebe terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Operating Agreement (Elk Horn Coal Co LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation of the Company shall be filed with the Delaware Secretary of State, as required by State of the Act. When such certificate is filed, State of Delaware and the Company’s legal existence of the Company shall ceaseterminate.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MSW Energy Hudson LLC)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with office of the Delaware Secretary of StateState of the State of Delaware, as required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Professional Teleconcepts, Inc.)

Certificate of Cancellation. Upon Following the dissolution of the Company and the completion of the dissolution, liquidation and winding up of the Company’s affairs and businessCompany in accordance with Section 13.2, the Member Certificate of Formation shall on behalf be canceled by the Managers by the execution and filing of the Company prepare and file a certificate of cancellation within the meaning of the Act with the Delaware Secretary of State, as State of the State of Delaware setting forth the information required by the Act. When such certificate is filed, the Company’s existence shall cease.

Appears in 1 contract

Samples: Operating Agreement (Raging River Capital LP)

Certificate of Cancellation. Upon As soon as possible following the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and businessCompany pursuant to this Article, or as otherwise required under the Act, the Managing Member shall on behalf of the Company prepare and file (or such other Person selected in accordance with Section 11.2) will execute a certificate of cancellation and will cause such certificate of cancellation to be filed with the Delaware Secretary of State, State of the State of Delaware and will take such other actions as required by the Act. When such certificate is filed, may be necessary to terminate the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Black Ridge Oil & Gas, Inc.)

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the liquidation and winding up of the Company’s affairs and business, the Member shall on behalf of the Company prepare promptly execute and file cause to be filed a certificate of cancellation in accordance with the Delaware Secretary Act and appropriate instruments under the laws of State, as required by any other states or jurisdictions in which the ActCompany has engaged in business. When Upon such certificate is filedof cancellation becoming effective, the Company’s existence Company shall ceasebe terminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vmware LLC)

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