Dissolution Provisions Sample Clauses

Dissolution Provisions. The State Superintendent of Public Instruction must give approval prior to proceeding with dissolution. In accordance with provisions of WAC ▇▇▇-▇▇▇-▇▇▇ and in the event of dissolution of the Skills Center Cooperative all facilities and equipment shall remain the property of the Host District.

Dissolution Provisions. (1) Events That Trigger Dissolution of the LLC: The following events shall trigger dissolution of the LLC, except as provided: (a) the death, permanent incapacity, bankruptcy, retirement, resignation or expulsion of a member, except that within of the happening of any of these events, all remaining members of the LLC may vote to continue the legal existence of the LLC, in which case the LLC shall not dissolve; (b) the expiration of the term of existence of the LLC if such term is specified in the Articles of Organization, Certificate of Formation or a similar organizational document, or this operating agreement; (c) the written agreement of all members to dissolve the LLC; (d) entry of a decree of dissolution of the LLC under state law.

Dissolution Provisions. The cooperative operation of the facility under this Agreement can be dissolved only under the followingprocedures. A. Procedures for the dissolution of the operation of the school plant facilities under an inter-district cooperative plan shall not be instituted prior to the expiration of ten years after the date of State Board of Education approval of the financial plan for the construction of such facilities; provided, however, that a request for dissolution prior to the expiration of ten years may be approved when in the judgment of the State Board of Education there is sufficient cause B. Any plan for dissolution in paragraph A. above shall be submitted to the State Board of Education for review and approval prior to proceeding with dissolutionaction.

Dissolution Provisions. OSPI must give approval prior to proceeding with the dissolution of the Skills Center. In accordance with provisions of WAC ▇▇▇-▇▇▇-▇▇▇ and in the event of dissolution of the Skills Center Consortium, all facilities and equipment shall remain the property of the Host District.

Dissolution Provisions. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

Dissolution Provisions. In the event that a sufficient number of participating Ddistricts are of the opinion that the Cooperative is not meeting the intended goals of providing safe, economical transportation for all public school pupils residing with the boundaries of each participating Ddistrict, they may mutually agree to dissolve the program and shall be consistent with WAC ▇▇▇-▇▇▇-▇▇▇ (Dissolution Provisions). If such dissolvement dissolution should occur, capital investment and equipment owned by the Ccooperative shall revert to the participating Ddistricts at the same pro rata share as the Ddistricts are providing revenue on the last year of operation. In the event of dissolution, the Cooperative's maintenance facility shall remain the possession of the Woodland School District, and shall not be considered in the calculation of Woodland's pro rata share of capital investment and equipment. The Paradise Point facility is an asset of the KWRL non-profit corporation and will be considered similarly to buses and equipment thereby owned and liquidated on a pro rata share of the member Ddistricts and according to the procedures of the Articles of Incorporation and the Washington Nonprofit Corporation Act.

Dissolution Provisions. In the event this nonprofit association has been inactive for three (3) years or longer, the last General Members who were General Members in good standing during the last calendar year of activity shall for purposes of this section appoint members to the Board to complete dissolution of this Association in accordance with the following: The Association shall continue its existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs which includes: A. To preserve and protect association assets and to minimize its liabilities; B. To discharge or make provision for discharging association liabilities and obligations; C. To dispose of association properties that will not be distributed in kind; D. To return, transfer or convey assets held by the association upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; E. To transfer, subject to any contractual or legal requirements, association assets as provided in or authorized by this agreement and bylaws; F. If no provision has been made for distribution of assets on dissolution, it may transfer, subject to any contractual or legal requirement, association assets to the last General member/s who were in good standing during the last calendar year the association was active; and G. Doing every other act necessary to wind up and liquidate its assets and affairs. H. Dissolution of the association does not: 1. Transfer title to the association=s property; 2. Subject the directors or officers to standards of conduct different from those prescribed in sections 30-3-80 and 30-3-85, Idaho Code; 3. Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; 4. Prevent commencement of a proceeding by or against the association in its association name; 5. ▇▇▇▇▇ or suspend a proceeding pending by or against the association on the effective date of dissolution; or 6. Terminate the authority of the registered agent.

Dissolution Provisions. Events That Trigger Dissolution of the LLC: The following events shall trigger dissolution of the LLC, except as provided: the death, permanent incapacity, bankruptcy, retirement, resignation or expulsion of a member, except that within of the happening of any of these events, all remaining members of the LLC may vote to continue the legal existence of the LLC, in which case the LLC shall not dissolve; the expiration of the term of existence of the LLC if such term is specified in the Articles of Organization, Certificate of Formation or a similar organizational document, or this operating agreement; the written agreement of all members to dissolve the LLC; entry of a decree of dissolution of the LLC under state law. GENERAL PROVISIONS Officers: The LLC may designate one or more officers, such as a President, Vice President, Secretary and Treasurer. Persons who fill these positions need not be members of the LLC. Such positions may be compensated or non-compensated according to the nature and extent of the services rendered for the LLC as a part of the duties of each office. Ministerial services only as a part of any officer position will normally not be compensated, such as the performance of officer duties specified in this agreement, but any officer may be reimbursed by the LLC for out-of-pocket expenses paid by the officer in carrying out the duties of his or her office.

Dissolution Provisions. 1. The Company shall be dissolved upon the occurrence of any of three events: a. When the period fixed for the duration of the Company shall expire; b. By the unanimous written agreement of all Members; or c. Upon the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member or occurrence of any other event which terminates the continued Membership of a Member in the Company (a "Withdrawal Event"), unless the business of the Company is continued by the consent of all the remaining Members within 90 days after the Withdrawal Event and there are at least two remaining Members. Each of the Members hereby agrees that within the 60 days after the occurrence of a Withdrawal Event (and provided that there are then at least two remaining Members of the Company), they will promptly consent, in writing, to continue the business of the Company. The consents shall be mailed or hand delivered to the principal place of business of the Company (or to such other address designated by the Member(s)) no later than 80 days after each Withdrawal Event. The sole remedy for breach of a Member's obligation to consent to continue the business of the Company under this section shall be money damages (and not specific performance).