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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 19 contracts
Sources: Limited Liability Company Operating Agreement (Wendy's Restaurants, LLC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first earliest to occur of any of the following: (a) the written consent sale, transfer or other disposition of all the assets of the MemberCompany, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution decision of the Member or to dissolve the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under § 18-802 of the Act.
Appears in 12 contracts
Sources: Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the following: :
(a) The consent in writing of all the written consent of the Member, Members.
(b) the death, retirement, resignation, expulsion, The adjudication of bankruptcy or dissolution insolvency of the Member Company or the assignment by the Company for the benefit of creditors.
(c) The occurrence of any other event which terminates that under the continued membership of Act causes the Member in the Company, or (c) the entry dissolution of a decree of judicial dissolutionlimited liability company.
Appears in 11 contracts
Sources: Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ’s assets;
(c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(d) if there are no Members.
Appears in 10 contracts
Sources: Operating Agreement (Huntsman Enterprises LLC), Limited Liability Company Agreement (Dynacast Inc.), Limited Liability Company Agreement (Dynacast Inc.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 10 contracts
Sources: Limited Liability Company Agreement (1295728 Alberta ULC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the followingeither: (a) upon the written consent retirement or withdrawal of the only remaining Member of the Company (other than in connection with an assignment of its interest in the Company), or (b) at the election of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 10 contracts
Sources: Operating Agreement (Morris Publishing Group LLC), Operating Agreement (Morris Publishing Group LLC), Operating Agreement (Morris Publishing Group LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or and (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 10 contracts
Sources: Limited Liability Company Agreement (PERRIGO Co PLC), Limited Liability Company Agreement (PERRIGO Co PLC), Limited Liability Company Agreement (PERRIGO Co PLC)
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, Member or (b) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the death, retirement, resignation, expulsion, bankruptcy or dissolution Company to carry on the business of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Coffeyville Resources Refining & Marketing, LLC), Limited Liability Company Agreement (Coffeyville Resources Refining & Marketing, LLC), Limited Liability Company Agreement (Hawker Beechcraft Holding, Inc.)
Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (ai) the written consent termination of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company, Company unless the Company is continued without dissolution in a manner permitted by this Agreement or (c) the entry of a decree of judicial dissolution.Act or
Appears in 8 contracts
Sources: Operating Agreement, Operating Agreement, Operating Agreement
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 608.449 of the Act.
Appears in 8 contracts
Sources: Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes Water & Sewer, LTD)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) The approval of dissolution by the written consent Board of the Member, Directors; or
(b) the death, retirement, resignation, expulsion, The bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership either all of the Member in Class C Members or all of the Company, or (c) the entry of a decree of judicial dissolutionClass P Members.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Phillips 66), Consent Agreement (Phillips 66), Limited Liability Company Agreement (Phillips 66)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolve upon the first to occur of any of the following: following events:
(a) the written consent The sale of all or substantially all of the Member, Company’s assets and the collection of the proceeds of such sale;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of The decision by the Member or the occurrence of any other event which terminates the continued membership of the Member in to dissolve the Company, or ; or
(c) the The entry of a decree of judicial dissolutiondissolution under Section 347.143 of the Act.
Appears in 8 contracts
Sources: Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first earliest to occur of the following: (a) the written consent Member’s authorization and approval of the Member, such dissolution; or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company under the Act.
Appears in 7 contracts
Sources: Limited Liability Company Agreement (Perella Weinberg Partners), Limited Liability Company Agreement (Sabra Health Care Frankenmuth, LLC), Company Agreement (Sabra Phoenix TRS Venture, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) occurrence of an event with respect to the written consent Member causing a dissolution of the Member, Company under Section 18-801 of the Act; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution resignation of the Member or the occurrence pursuant to Section 9 of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionthis Agreement.
Appears in 7 contracts
Sources: Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC), Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC), Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, ; or (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of a the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Atlantic Broadband Management, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of any of the following: following events:
(a) the written consent decision, following the occurrence of a Change of Control or consummation of an Initial Public Offering, of a majority of the Member, Board of Managers to dissolve the Company;
(b) the deathunanimous decision, retirementat any time, resignationof the Board of Managers, expulsion, bankruptcy to dissolve the Company; or
(c) any other event sufficient under the Act (other than action of the Board of Managers or the Members) to cause the dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 6 contracts
Sources: Merger Agreement (STR Holdings (New) LLC), Limited Liability Company Agreement (STR Holdings (New) LLC), Merger Agreement (STR Holdings, Inc.)
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 death, retirement, resignation, expulsion, bankruptcy or dissolution termination of the legal existence of the last remaining Member or the occurrence of any other event which that terminates the continued membership of the last remaining Member in the Company, Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (c) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the entry Company to carry on the business of a decree of judicial dissolutionthe Company.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Ancestry.com LLC), Limited Liability Company Agreement (Ancestry.com LLC), Limited Liability Company Agreement (Ancestry.com LLC)
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 Sole Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the CompanyCompany unless the business of the Company is continued by consent of the Sole Member within 90 days following the occurrence of any such event, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) the The unanimous vote or written consent of the Member, holders of all the Membership Interests; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the The entry of a decree by a court of judicial dissolutioncompetent jurisdiction that dissolution and liquidation of the Company is required by law.
Appears in 6 contracts
Sources: Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.), Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.), Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.)
Dissolution. The Company shall dissolvebe dissolved, and shall terminate and wind up its affairs shall be wound up affairs, upon the first to occur of the following: :
(a) the written unanimous consent of all Members to dissolve the Member, Company; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical Partners, LLC.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent election of the Member, Member to dissolve; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the an entry of a decree of judicial dissolutiondissolution of the Company.
Appears in 5 contracts
Sources: Company Agreement (ROX Financial LP), Company Agreement (ROX Financial LP), Limited Liability Company Agreement (Atlantic Oklahoma Wind, LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution at any time that there are no members of the Member or Company, unless the occurrence of any other event which terminates the continued membership business of the Member Company is continued in accordance with the CompanyAct, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Appalachian Power Recovery Funding LLC), Limited Liability Company Agreement (Kentucky Power Cost Recovery LLC), Limited Liability Company Agreement (SWEPCO Storm Recovery Funding LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent election of the Member, Member to dissolve; and
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the an entry of a decree of judicial dissolutiondissolution of the Company.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Anvilire), Limited Liability Company Agreement (Anvilire), Limited Liability Company Agreement (Anvilire)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent direction of the Member, Member or (b) the death, retirement, resignation, expulsion, entry of a decree of judicial dissolution under Section ▇▇-▇▇▇-▇▇▇ or -617 of the Act. The bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Operating Agreement (DGC Properties of Kentucky, LLC), Operating Agreement (Dolgen I, Inc.), Operating Agreement (Dolgen I, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur of the following: following events (which shall constitute Dissolution Events):
(a) the unanimous written consent of all of the Member, Members; and
(b) the deathDissociation of any Member, retirement, resignation, expulsion, bankruptcy or dissolution unless all of the Member or other Members agree in writing to the occurrence of any other event which terminates the continued membership continuation of the Member in business of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: following events (aeach of which shall constitute a Dissolution Event):
(1) the written consent of all the Member, Members;
(b2) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in the Company, or ; or
(c3) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Sidoti & Company, Inc.), Limited Liability Company Agreement (Sidoti & Company, Inc.), Limited Liability Company Agreement (Sidoti & Company, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its ----------- affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent of Members shall agree in writing to dissolve the Member, Company;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member shall become a Bankrupt Member or the occurrence of dissolve, or there shall occur any other event which (other than a transfer of a Membership Interest in accordance with Article IV or Article X) that terminates the continued membership of the Member in the Company, or Company of any Member;
(c) the entry of a decree of judicial dissolutiondissolution of the Company under (S) 18-802 of the Act; and
(d) the termination of this LLC Agreement.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the written consent of the MemberDecember 31, 2048;
(b) the death, retirement, The resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ;
(c) The written consent of the Member; or
(d) The entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (3100 Glendale Joint Venture), Limited Liability Company Agreement (3100 Glendale Joint Venture), Limited Liability Company Agreement (3100 Glendale Joint Venture)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or 's assets;
(c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(d) if there are no Members.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Medical Device Manufacturing, Inc.), Limited Liability Company Agreement (Medical Device Manufacturing, Inc.), Limited Liability Company Agreement (Medical Device Manufacturing, Inc.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (DG Retail, LLC), Limited Liability Company Agreement (DG Retail, LLC), Limited Liability Company Agreement (Montrone Paul M)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: (a) :
10.1.1 subject to Section 5.9.16, the written prior consent or approval of a majority of the Member, (b) Governing Board and the death, retirement, resignation, expulsion, bankruptcy prior consent or dissolution approval of a Majority in Interest of the Member Members to such dissolution and winding up;
10.1.2 the sale or the occurrence transfer of any other event which terminates the continued membership all or substantially all of the Member assets of the Company other than in the ordinary course of business and the cessation of the Company, or (c) the ’s business; or
10.1.3 entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Colt Defense Technical Services LLC), Limited Liability Company Agreement (Colt Finance Corp.), Limited Liability Company Agreement (Colt Defense LLC)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of all of the Member, Members; (bii) the death, retirement, resignation, expulsionentry of a decree of judicial dissolution under Section 18-802 of the Act; (iii) the insolvency, bankruptcy or dissolution of all of the Member or Members; and (iv) the occurrence of any other event which terminates the continued membership of all of the Member Members in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement (Nuwave Solutions, L.L.C.), Limited Liability Company Agreement (Nuwave Solutions, L.L.C.), Limited Liability Company Agreement (Nuwave Solutions, L.L.C.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (ai) the written consent sole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Member, Act. The death (b) or dissolution in the deathcase of a member that is not a natural person), retirement, insanity, resignation, expulsion, or bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (cii) the entry of a decree of judicial dissolutionby a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.
Appears in 3 contracts
Sources: Company Agreement (ARAMARK FHC Kansas, Inc.), Company Agreement (ARAMARK FHC Kansas, Inc.), Company Agreement (ARAMARK FHC Kansas, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(c) if there are no Members.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Lighthouse Life Capital, LLC), Limited Liability Company Agreement (Lighthouse Life Capital, LLC), Limited Liability Company Agreement (Lighthouse Life Capital, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of all of the MemberMembers, (bb ) the death, retirement, resignation, expulsion, bankruptcy expulsion or dissolution of the a Member or the occurrence of any other event which terminates the continued membership of the a Member in the Company, unless, within ninety days after the occurrence of such an event, the remaining Members agree in writing to continue the business of the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc)
Dissolution. A. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the following: following events:
(ai) the entry of a decree of judicial dissolution under the Act;
(ii) pursuant to Section 2.5 hereof;
(iii) by the written consent agreement of the Member, ; or
(biv) upon the death, retirement, resignation, expulsioncourt declaration of incompetence, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionMember.
Appears in 3 contracts
Sources: Operating Agreement (Glass Mountain Holding, LLC), Operating Agreement (Glass Mountain Holding, LLC), Operating Agreement (Glass Mountain Holding, LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or Member, (c) the occurrence of any other event which that terminates the continued membership of the Member in the Company, or (cd) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (ElderTrust Operating Limited Partnership)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ; or
(cb) the entry agreement of a decree of judicial dissolutionthe Member to dissolve the Company.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Rykomusic, Inc.), Operating Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up subsequently terminated upon the first to occur occurrence of the following: first of the following events:
(a) upon the written consent of Members’ Unanimous Consent in writing to dissolve the Member, Company; or
(b) the deathoccurrence of a Dissolution Event, retirement, resignation, expulsion, bankruptcy or dissolution of except that the Member or Company shall not be dissolved upon the occurrence of any other event which a Dissolution Event that terminates the continued membership of the a Member in the Company if, within 90 calendar days after the occurrence of such Dissolution Event, any remaining Members consent to the continuation of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Contribution Agreement (Energy Transfer Partners, L.P.), Contribution Agreement (Energy Transfer Equity, L.P.), Contribution Agreement (Oge Energy Corp.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up and terminated upon the first to occur of the following: :
(a) the expiration of its term as set forth in Section 2.5; and
(b) the unanimous written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in Members to dissolve the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement, Operating Agreement (Lee Enterprises, Inc), Operating Agreement (Pulitzer Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur occurrence of any of the following: following events:
(a) the by written consent notice of the Member, ;
(b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Company other than by transfer of all of the Member’s Interest to another Person; or
(c) the entry of a decree of judicial dissolutiondissolution under Section 13.1-1047 of the Act.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement (Gym-Card, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the MemberMembers and the Manager, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or and (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Kenon Holdings Ltd.), Limited Liability Company Agreement (Kenon Holdings Ltd.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (a) the written consent of the Memberall Members, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution, or (c) the death, withdrawal, expulsion, bankruptcy or dissolution of any Member (unless, within 60 days after such event, (i) the Company has at least two Members, and (ii) the Majority Interest elects in writing to reconstitute and continue the business of the Company).
Appears in 2 contracts
Sources: Operating Agreement (Texas Lessor - Stonegate Limited, Inc.), Operating Agreement (Texas Lessor - Stonegate Limited, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of term stated in the Member, Certificate expires or (b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution affirmative decision of the Member or to liquidate and/or dissolve the occurrence Company. During the period of any other event which terminates the continued membership winding up of the affairs of the Company, the rights and obligations of the Member in the Company, or (c) the entry of a decree of judicial dissolutionunder this Agreement shall continue.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (T. Rowe Price OHA Private Credit Fund), Limited Liability Company Agreement (Kayne Anderson BDC, LLC)
Dissolution. The Company shall dissolve, will dissolve and its affairs shall business will be wound up upon the first to occur of the following: (a) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, ; or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Erie Logistics LLC), Limited Liability Company Agreement (Erie Logistics LLC)
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 MemberBoard of Managers, (b) approval of the deathdissolution by the Member, retirement, resignation, expulsion, (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (cd) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Kindred Healthcare, Inc), Limited Liability Company Agreement (Kindred Healthcare, Inc)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent of decision by the Member, Majority Members to dissolve the Company;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company under the applicable provisions of the Act; or
(c) the termination of the Assignment and Assumption Agreement.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Penson Worldwide Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: :
(a) the The written consent of all of the Member, Members;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution The sale of all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in the Company, or ;
(c) the entry The Company being adjudicated insolvent or bankrupt; or
(d) Entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Cornerstone Core Properties REIT, Inc.), Operating Agreement (Cornerstone Healthcare Plus Reit, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(ai) the written consent Occurrence of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or an event with respect to a Member causing a dissolution of the Member or the occurrence of any other event which terminates the continued membership Company under Section 18-801 of the Member in the Company, or Act;
(cii) the entry death or bankruptcy of a decree Member; or
(iii) the resignation of judicial dissolution.the Member(s)pursuant to Section 9 of this Agreement
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Travelport Holdings, LLC /DE/), Limited Liability Company Operating Agreement (Travelport Holdings, LLC /DE/)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, Member or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC), Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)
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 Managing Member, (b) the death, retirement, resignation, expulsion, disability or bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, (c) the sale of substantially all of the Property to an unaffiliated third party or other liquidation of substantially all of the assets of the Company, or (cd) the entry of a decree of judicial dissolutiondissolution under the Laws.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc), Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall will be wound up dissolved upon the first to occur of the followingfollowing events: (a) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in Company other than to the Company, or members of the Member; (c) the withdrawal or elimination, at any time, of the last Member so that there are no Members; (d) the entry of a decree of judicial dissolutiondissolution against the Company under the Act; or (e) the expiration of the term described in paragraph 2.5.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Henry Bros. Electronics, Inc. / VA), Limited Liability Company Agreement (Henry Bros. Electronics, Inc. / VA)
Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved only upon the first to occur occurrence of any of the following: following events:
(ai) by the written consent agreement of Manager and the Members; or
(ii) upon the entry of a decree of dissolution under §18-802 of the Member, Act.
(b) the The death, legal incapacity, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member or the occurrence of any other event which terminates the continued membership of the a Member in the Company, or (c) shall not result in the entry dissolution of a decree of judicial dissolutionthe Company.
Appears in 2 contracts
Sources: Operating Agreement (Columbia Equity Trust, Inc.), Operating Agreement (Columbia Equity Trust, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Earthstone Energy Inc), Limited Liability Company Agreement (Earthstone Energy Inc)
Dissolution. The Company shall dissolvebe dissolved, its assets disposed of and its affairs shall be wound up upon (and only upon) the first to occur of the following: :
(a) the written consent unanimous vote of all of the Member, Members;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution occurrence of a Membership Termination Event as to the last and only remaining Member if the Manager and that Member’s successor-in-interest fail to consent to the continuation of the Member or Company in accordance with Section 8.1 within ninety (90) days after the occurrence of any other event which terminates the continued membership of the Member in the Company, or that event;
(c) the entry sale of a decree all or substantially all of judicial dissolution.the assets of the Company;
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Kennedy-Wilson Properties (IL))
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the written consent any of the Memberfollowing events:
11.1.1 the unanimous written agreement of all Members to dissolve the Company;
11.1.2 the sale, (b) the death, retirement, resignation, expulsion, bankruptcy exchange or dissolution other transfer of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) Property; and
11.1.3 the entry of a decree of judicial dissolutiondissolution of the Company under Section 18-802 of the Act. The commencement of a bankruptcy by or against any Member shall not, in and of itself, result in the Dissolution of the Company or in the cessation of the Member being a member in the Company. The withdrawal or resignation of a Member or the Dissolution of a Member shall not, by itself, constitute a Dissolution of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (VictoryBase Corp), Limited Liability Company Agreement (VictoryBase Corp)
Dissolution. The Company shall dissolve, and its affairs shall be ----------- wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Nexstar Broadcasting of the Wichita Falls LLC), Limited Liability Company Agreement (Avalon Cable Finance Inc)
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, (b) the death, retirement, resignation, expulsion, dissolution or bankruptcy or dissolution of the Member or the occurrence (c) an event of any other event which terminates the continued membership dissolution of the Member in Company under the Act. Upon the dissolution of the Company, the Company shall engage in no further business activities, but shall limit its activities to those necessary or (c) the entry of a decree of judicial dissolutionadvisable to wind up its business and to liquidate and distribute its assets.
Appears in 2 contracts
Sources: Purchase Agreement (Chefford Master Manufacturing Co Inc), Limited Liability Company Agreement (Chefford Master Manufacturing Co Inc)
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, (b) the bankruptcy, death, retirement, resignationdissolution, expulsion, bankruptcy incapacity or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (Tops Markets Ii Corp), Operating Agreement (Tops PT, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) upon the written consent or approval of the MemberManager, (b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyMember, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (Elite Data Services, Inc.), Operating Agreement (Elite Data Services, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of all the Membermembers of the Company, (bii) the death, retirement, resignation, expulsion, bankruptcy or dissolution of all the Member members of the Company or the occurrence of any other event which terminates the continued membership of all the Member members in the Company, Company or (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (TC3 Health, Inc.), Limited Liability Company Agreement (TC3 Health, Inc.)
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 MemberMembers, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of any of the Member Members or the occurrence of any other event which terminates the continued membership of any of the Member Members in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Phosphate Resource Partners Limited Partnership), Limited Liability Company Agreement (Imc Usa Holdings Inc)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolve upon the first to occur of the following: :
(a) a determination by the written consent Managing Member and a Majority in Interest of the Member, Class B Members that the Company should dissolve; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company under Section 18-802 of the Act. Upon the dissolution of the Company, no further business shall be done in the Company name except the completion of any incomplete transactions and the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets.
Appears in 2 contracts
Sources: Operating Agreement (Pzena Investment Management, Inc.), Operating Agreement (Pzena Investment Management, Inc.)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (ai) the written consent termination of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company, Company unless the Company is continued without dissolution in a manner permitted by this Agreement or (c) the entry of a decree of judicial dissolution.Act or
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignationexpulsion, expulsioninsolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyCompany provided that the Company shall not be dissolved if, within 90 days after any such event, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Celanese Americas CORP), Limited Liability Company Agreement (Crystal US Holdings 3 L.L.C.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution death of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (CEDC Finance Corp LLC), Limited Liability Company Agreement (Marvel Entertainment, Inc.)
Dissolution. The Company shall dissolve, may be dissolved and its affairs shall be wound up upon the first to occur any of the following:
(a) the written consent of the Member, ; Operating Agreement
(b) the death, retirement, resignation, expulsion, resignation or bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Member; or
(c) the an entry of a decree of judicial dissolutiondissolution under Section 53-19-40 of the Act.
Appears in 2 contracts
Sources: Operating Agreement (LGI Leasing, LLC), Operating Agreement (LGI Leasing, LLC)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first -------------------- to occur of the following: :
(a1) the written consent of the Member, Members;
(b2) the entry of a decree of judicial dissolution under Section 44 of the Act; or
(3) The consolidation or merger of the Company in which it is not the resulting or surviving entity.
(4) of the Act, the death, insanity, retirement, resignation, expulsion, bankruptcy or dissolution of the a Member or the occurrence of any other event which terminates the continued membership shall not result in dissolution of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act. 8.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc)
Dissolution. The Company shall dissolve, will be dissolved and have its affairs shall be wound up and terminated upon the determination of the Members to dissolve the Company, or upon the occurrence of the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsion, bankruptcy death or dissolution permanent disability of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyMember, or (ciii) the entry of judicial dissolution under Section 17-76, 117 of the Act or (iv) any other event causing a decree dissolution of judicial dissolutionthe Company under Section 17-76, 116 of the Act.
Appears in 2 contracts
Sources: Operating Agreement (Rto Holdings Inc), Operating Agreement (Rto Holdings Inc)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent election of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the CompanyCompany under the Act, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (ET Wayne Finance, L.L.C.), Operating Agreement (ElderTrust Operating Limited Partnership)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent sale, exchange or other disposition of all or substantially all of the Member, Company’s assets; (b) the death, retirement, resignation, expulsion, election of the Managing Member; or (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionManaging Member.
Appears in 2 contracts
Sources: Merger Agreement (Cogdell Spencer Inc.), Merger Agreement (Cogdell Spencer Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (a) the written consent of the Memberall Members, (b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company's assets, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Texas Lessor - Stonegate Limited, Inc.), Operating Agreement (Texas Lessor - Stonegate Limited, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Sole Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution at any time that there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, unless the Company is continued pursuant to the Act; or (c) the entry occurrence of an event causing a decree dissolution of judicial dissolutionthe Company under Section 18-801 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Ahny-Iv LLC), Limited Liability Company Agreement (Ahny-Iv LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up (unless the Sole Member or, if at such time there shall be additional Members, all of the Members, agree to continue the business), upon the first to occur of the following: :
(a) the written The unanimous consent of all the Member, Members to dissolve this Company; or
(b) the deathThe assignment, retirementsale, resignationtransfer, expulsionor other disposition, bankruptcy or dissolution (including dispositions by operation of law) of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution’s assets.
Appears in 2 contracts
Sources: Operating Agreement (MedAssets Ventures, LLC), Operating Agreement (MedAssets Ventures, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolve upon the first to occur of the following: (a) the Member's written consent of the Memberconsent, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company's assets, or (c) the entry of a decree of judicial dissolution. Thereupon, the Managers shall conclude the Company's affairs. The Company's assets may be liquidated or transferred in kind, as determined by the Member and any Manager. The Company's assets shall first be applied to retire Company debt, and then shall be distributed per Section 13.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Majestic Star Casino LLC), Limited Liability Company Agreement (Majestic Investor Capital Corp)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: following events:
(a) the written consent of the Member, ;
(b) the entry of a decree of judicial dissolution under Section 802 of the Act; and
(c) the death, retirementinsanity, resignationbankruptcy, expulsion, bankruptcy withdrawal or dissolution resignation of the Member or the occurrence of any other event which that terminates the continued membership of the Member in of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Dissolution. The Company shall dissolve, and dissolve its affairs and shall be wound wind the same up upon the following of the first to occur of the following: occur:
(a) Upon the written consent of all Members required under the Member, terms of this Operating Agreement;
(b) The expiration of the Period set forth and the duration of the Company absent a renewal or extension of that time limit;
(c) Upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership creating a termination of the Member in the Company, or this Agreement;
(cd) Upon the entry of a judicial decree of judicial dissolutionterminating the Company.
Appears in 1 contract
Dissolution. The Company company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy resignation or dissolution of the Member last remaining member or the occurrence of any other event even which terminates the continued membership Membership of the last remaining Member in the Company, Company unless the business of the Company is to be continued in a manner permitted by the Act or (cii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (NCA Resources Development Co LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the unanimous written consent of the Member, Members; (bii) the death, retirement, resignation, expulsion, bankruptcy or dissolution withdrawal of the Member last remaining Member; (iii) the involuntary Transfer, sale, conversion, or the occurrence other disposition of any other event which terminates the continued membership all or substantially all of the Member in assets of the Company, or ; and (civ) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (SK Ecoplant Co., Ltd.)
Dissolution. The Company shall dissolveterminate, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member or and (iii) the occurrence happening of any other an event which terminates requiring the continued membership winding up of a domestic entity pursuant to Section 11.051 of the Member in the Company, or (c) the entry of a decree of judicial dissolutionAct.
Appears in 1 contract
Sources: Operating Agreement (PERRIGO Co PLC)
Dissolution. The Company shall dissolvebe dissolved, its assets shall be disposed of, and its affairs shall be wound up upon on the first to occur of the followingof: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution pursuant to the Act; or (b) the Member elects to dissolve the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cbre LJM Mortgage Co LLC)
Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: :
(ai) the written consent of the Member, Manager(s) and the requisite consent of the holders of Units set forth in Article IV;
(ii) a consolidation or merger of the Company in which it is not the resulting or surviving entity; or
(iii) the entry of a decree of judicial dissolution under the LLC Act.
(b) The Company shall not dissolve or be terminated upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Member.
(c) The Manager shall promptly notify the entry Members of a decree the dissolution of judicial dissolutionthe Company.
Appears in 1 contract
Sources: Operating Agreement
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) following events:
1.1 upon the written consent will of the Member, (b) Sole Member as evidenced by the death, retirement, resignation, expulsion, bankruptcy or Sole Member taking any and all appropriate action to cause such dissolution and winding up;
1.2 upon the dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) Sole Member; or
1.3 upon the entry of a decree of judicial dissolutiondissolution underss. 14-11-603(a) of the Act.
Appears in 1 contract
Sources: Operating Agreement (Southern Co)
Dissolution. The Company shall dissolve, will be dissolved and its affairs shall be wound up upon on the first to occur of the following: following events:
(a) the written consent of at least a majority of the Member, Voting Interest of the Company to dissolve the Company;
(b) the deathsale, retirementtransfer, resignation, expulsion, bankruptcy or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership property of the Member in the Company, or ; or
(c) the entry by operation of a decree of judicial dissolutionlaw.
Appears in 1 contract
Sources: Operating Agreement
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up and terminated upon the first to occur of the following: :
(a) the written consent The determination of the Member, Board of Managers to dissolve the Company; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member The withdrawal or the occurrence of any other event which terminates the continued membership of all of the Member Members in the Company, Company or (c) any other event causing a dissolution under the entry of a decree of judicial dissolutionAct.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Hexion CI Holding CO (China) LLC)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent direction of the Member, Member or (b) the death, retirement, resignation, expulsion, entry of a decree of judicial dissolution under Section 18-802 of the Act. The bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Operating Agreement (DG Retail, LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Allegheny Energy Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent of the Member, Members holding a majority of the Common Units; and
(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. The death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member a Member, or the occurrence of any other event which that terminates the continued membership of the a Member in the Company, or (c) shall not cause a dissolution of the entry of a decree of judicial dissolutionCompany.
Appears in 1 contract
Sources: Limited Liability Company Agreement (DelStaff, LLC)
Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved only upon the first to occur occurrence of any of the following: following events:
(ai) by the written consent agreement of the Member, Members; or
(ii) upon the entry of a decree of dissolution under §18-802 of the Act.
(b) the The death, legal incapacity, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member or the occurrence of any other event which terminates the continued membership of the a Member in the Company, or (c) shall not result in the entry dissolution of a decree of judicial dissolutionthe Company.
Appears in 1 contract
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company, or (c) the entry of a decree an order of judicial dissolution.dissolution under Section 18-802 of the Act
Appears in 1 contract
Sources: Limited Liability Company Agreement (Entercom Springfield, LLC)
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 MemberSole Member or, if any additional members shall have been added, all Members; or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 608.441 of the Act. In the absence of either of the foregoing, the Company shall be dissolved and its affairs wound up upon the bankruptcy or dissolution of the Sole Member or, if any additional members shall have been added, all of the Members or as otherwise specifically required by the Act.
Appears in 1 contract
Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent termination of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company, Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (cii) upon the consent of the Member; and (iii) upon the entry of a decree of judicial dissolution.dissolution under
Appears in 1 contract
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, Manager; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company, ; or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Everi Games Inc.)
Dissolution. The Company shall dissolve, be dissolved and terminated and its affairs shall be wound up upon the first earliest to occur of the following: :
(a) the express written consent of the Member, Members holding not less than two thirds of the Interests outstanding;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution expiration of the Member or the occurrence of any other event which terminates the continued membership term of the Member Company (as set forth in the Company, or Section 1.6); or
(c) the entry of a decree of judicial dissolutiondissolution of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member and (iii) the happening of an event requiring dissolution or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Sections ▇▇-▇▇▇-▇▇▇ of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (PERRIGO Co PLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Tutor Micronesia Construction, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of any of the following: following events (each a “Dissolution Event” (a) the written consent of the MemberMember to dissolve the Company, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company pursuant to the provisions of the Act, (c)the sale or other disposition of all or substantially all of the assets and properties of the Partnership and its Subsidiaries, or (d) the dissolution of the Partnership.
Appears in 1 contract
Sources: Limited Liability Company Agreement (OSG America L.P.)