Dissolution of the Company Clause Samples
The 'Dissolution of the Company' clause outlines the process and conditions under which a company may be formally brought to an end. It typically specifies the events that can trigger dissolution, such as a unanimous decision by members, expiration of a fixed term, or occurrence of certain events, and details the steps for winding up the company's affairs, including settling debts and distributing remaining assets. This clause ensures that there is a clear, agreed-upon procedure for ending the company's existence, thereby preventing disputes and providing certainty to all stakeholders about how the company's closure will be managed.
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Dissolution of the Company. (a) The Company shall be dissolved upon the first to occur of any of the following events:
(i) the determination of the Managing Member to dissolve the Company;
(ii) an order by a court of competent jurisdiction that the Company be dissolved; or
(iii) the sale or disposition of all or substantially all of the assets of the Company.
(b) Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution of the Company for any reason, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates...
Dissolution of the Company. The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:
(a) upon the written direction of the Member; or
(b) the expiration of the term of the Company as provided in Section 2.5 hereof.
Dissolution of the Company. The Managing Member may dissolve the Company prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Members. Upon the dissolution of the Company, and following the payment of creditors of the Company and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Company as required under the LLC Act, the Members’ respective interests in the Company shall be valued and settled in accordance with the procedures set forth in Sections 5.7 and 6.5 which provide for allocations to the Capital Accounts of the Members and distributions in accordance with the Capital Account balances of the Members. The Managing Member shall be the liquidator. In the event that the Managing Member is unable to serve as liquidator, a liquidating trustee shall be chosen by affirmative vote of a Majority in Interest of the Members voting at a meeting of Members (excluding Nonvoting Special Members).
Dissolution of the Company. (a) The Company will be dissolved upon any of the following events:
(i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; or
(ii) the entry of a decree of judicial dissolution of the Company under the Act.
(b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 7.3(a) and 7.3(c), or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 7.3(b) and 7.3(c)), to the fullest extent permitted by Applicable Law, the personal representative of such member is hereby authorized to, and will, 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 of the Company in the Company.
Dissolution of the Company. The Managing Member may dissolve the Company prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Members.
Dissolution of the Company. The Company shall be dissolved, wound up and terminated as provided herein upon the (i) withdrawal, resignation or bankruptcy of the Member, (ii) the termination of the legal existence of the Member or the occurrence of any other event which terminates the continued membership of the Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (an Event of Withdrawal).
Dissolution of the Company. (a) The Company shall be dissolved upon any of the following events:
(i) the determination by the Manager, acting in its sole discretion;
(ii) the termination of the last remaining Series; or
(iii) the entry of a decree of judicial dissolution under Section 18-215 of the Act.
(b) Upon the liquidation of the Company, in the event the Company has assets not associated with a Series, such assets shall be distributed, first, to creditors of the Company, including a Member that is a creditor, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Company not associated with a Series (including, without limitation, expenses incurred in connection with the liquidation of the Company), and second, to the Member.
Dissolution of the Company. In the event of the dissolution of the Company, options shall be treated in accordance with Section 4.2-3.
Dissolution of the Company. The Company shall be dissolved upon the occurrence of either of the following events: · By sale of all or substantially of the Series’ Underlying Asset(s) and dissolution of all Subsidiaries; · By the unanimous written agreement of all Series Managers and the Founder; or · Upon the entry of decree of judicial dissolution. The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Series Manager or Series Member or the occurrence of any event that terminates the continued membership of any Series Member in a Series shall not in and of itself cause the dissolution of the Company. If a Series Member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage its person or property. The Series Member’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Series Member’s rights for the purpose of settling the Member’s estate or administering its property. If a Series Member is an entity and is dissolved or terminated, the powers of that Series Member may be exercised by its legal representative or successor. Mythic Collection, LLC Amended and Restated Company Agreement
Dissolution of the Company. The Company shall be dissolved upon the occurrence of any of the following events:
(a) the consent of all the Members to dissolve the Company;
(b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets (for this purpose, excluding Financial Accounts Assets); or
(c) the entry of an order of judicial dissolution of the Company under the Act.