DISSOLUTION, WINDING Sample Clauses

DISSOLUTION, WINDING. UP AND TERMINATION
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DISSOLUTION, WINDING. UP AND TERMINATION 11.01 Dissolution 16 11.02 Winding-Up and Termination 17 ARTICLE 12 MERGER 12.01 Authority 18 12.02 Procedure for Merger or Consolidation 18 12.03 Approval by Members of Merger or Consolidation 19 12.04 Certificate of Merger or Consolidation 19 12.05 Effect of Merger or Consolidation 19 ARTICLE 13 GENERAL PROVISIONS 13.01 Notices 20 13.02 Entire Agreement; Supersedure 20 13.03 Effect of Waiver or Consent 20 13.04 Amendment or Restatement 20 13.05 Binding Effect 21 13.06 Governing Law; Severability 21 13.07 [Reserved] 21 13.08 Further Assurances 21 13.09 [Reserved] 21 13.10 Offset 21 13.11 Counterparts 21 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EPE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), executed on , 2005 (the “Effective Date”), is adopted, executed and agreed to, by Xxx Xxxxxx LLC, a Texas limited liability company, as the sole Member of the Company (“DDLLC”).
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DISSOLUTION, WINDING. Up The institution by or against the Debtor of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of the Debtor;
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DISSOLUTION, WINDING. Up and Liquidation or Combination..................................................25 8.1
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DISSOLUTION, WINDING. Up and Liquidation..................................................................22 8.1
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DISSOLUTION, WINDING. Up and Termination; Certain Mergers Section 7.01. Dissolution 33 Section 7.02. Winding-Up and Termination 33 Section 7.03. Merger Relating to Change in Tax Status 34 ARTICLE VIII Amendment of Agreement; Shareholder Meetings; Record Date Section 8.01. Amendment Procedures 35 Section 8.02. Meetings 35 Section 8.03. Notice of a Meeting 36 Section 8.04. Record Date 36 Section 8.05. Adjournment 36 Section 8.06. Waiver of Notice; Approval of Meeting; Approval of Minutes 36 Section 8.07. Quorum; Voting 36 Section 8.08. Conduct of Meeting 37 Section 8.09. Action Without a Meeting 37 Section 8.10. Voting and Other Rights 38 ARTICLE IX Covenants Section 9.01. Covenants 38 ARTICLE X General Provisions Section 10.01. Fiscal Year 39 Section 10.02. Offset 39 Section 10.03. Notices 39 Section 10.04. Entire Agreement 39 Section 10.05. Waiver 39 Section 10.06. Binding Effect 39 Section 10.07. Governing Law; Severability 40 Section 10.08. Further Action 40 Section 10.09. No Right to Action for Dissolution or Partition 40 Section 10.10. Third-Party Beneficiaries 40 Section 10.11. Creditors 40 Section 10.12. Counterparts 40 ANNEX A - Purchase Provisions AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENBRIDGE ENERGY MANAGEMENT, L.L.C. This Amended and Restated Limited Liability Company Agreement of Enbridge Energy Management, L.L.C., a Delaware limited liability company (the “Company”), dated as of October 17, 2002, is agreed to by and among Enbridge Energy Company, Inc., a Delaware corporation (the “Organizational Shareholder”), and any other Persons (as defined below) who become Shareholders (as defined below) of the Company or parties hereto as provided herein.
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DISSOLUTION, WINDING. UP AND TERMINATION --------------------------------------- 10.1 Dissolution -----------
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Related to DISSOLUTION, WINDING

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Dissolution and Winding Up of the Company 9.1Dissolution. The Company shall be dissolved on the happening of any of the following events:

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

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