Common use of Events of Dissolution Clause in Contracts

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Code.

Appears in 24 contracts

Samples: Limited Liability Company Agreement (TCEH Finance, Inc.), Limited Liability Company Agreement (TCEH Finance, Inc.), Limited Liability Company Agreement (TCEH Finance, Inc.)

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Events of Dissolution. (a) The Company shall be dissolveddissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the retirement, resignation or dissolution election of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code Member, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (DCT Chino LLC)

Events of Dissolution. (a) a. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code Act or (ii) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 15 contracts

Samples: Limited Liability Company Agreement (NCA Resources Development Co LLC), Limited Liability Company Agreement (NCA Resources Development Co LLC), Limited Liability Company Agreement (NCA Resources Development Co LLC)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member Member, in the Company unless the business of the Company is continued in a manner permitted by the Code Act or (ii) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (TCEH Finance, Inc.), Limited Liability Company Agreement (TCEH Finance, Inc.), Limited Liability Company Agreement (TCEH Finance, Inc.)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur happening of any of the followingfollowing events: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (iia) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct, (b) the written determination of the Members holding two-thirds of the Class B Units, subject to Section 6.6 or (c) the disposition of all of the Company’s assets.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp), Limited Liability Company Agreement (National Beef Packing Co LLC)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur happening of any of the followingfollowing events: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (iia) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct, (b) the determination of the Manager, or (c) the disposition of all of the Company’s assets.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (National Beef, Inc.), Limited Liability Company Agreement (National Beef, Inc.), Limited Liability Company Agreement (National Beef, Inc.)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (NCA Resources Development Co LLC), Limited Liability Company Agreement (Energy Future Intermediate Holding CO LLC)

Events of Dissolution. (a) The Company shall be dissolveddissolved at such time as the Member approves, in writing, the termination and its affairs shall be wound up upon the first to occur dissolution of the following: Company. Without limiting the foregoing, neither (i) the retirementdeath, resignation disability or bankruptcy of the Member nor (ii) the transfer of an interest in the Company shall cause the dissolution of the last remaining Member or Company. Upon the occurrence of any other event which terminates the continued membership dissolution of the last remaining Member in the Company unless Company, the business of the Company is continued in a manner permitted shall continue to be governed by this Agreement until the Code or (ii) winding up of the entry of a decree of judicial dissolution under the CodeCompany occurs.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wellman Inc), Wellman Inc

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur of the following: (ia) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code Termination; or (iib) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 1 contract

Samples: Operating Agreement (Flanigan James Ii)

Events of Dissolution. (a) The Company shall be dissolveddissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the retirement, resignation or dissolution expiration of the last remaining Member or the occurrence term of any other event which terminates the continued membership of the last remaining Member in the Company unless such term has been extended by the business unanimous election of the Company is continued in a manner permitted by the Code or Members, (ii) at the election of the Members, (iii) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct, or (iv) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all cash flow derived therefrom.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Comstock Holding Companies, Inc.)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur of the following: (ia) the retirement, resignation affirmative vote or dissolution written consent of the last remaining Member Board of Managers and the Class B Holders to dissolve, (b) the sale or other disposition of substantially all of the assets of the Company and the receipt and distribution of all of the proceeds therefrom or (c) the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business causing a dissolution of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Codeprovisions of Section 18-801 of the Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Events of Dissolution. (a) The Company shall be dissolved, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the retirementwritten consent of the Member (or all of the Members, if there be more than one), (ii) the resignation or dissolution 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 unless the business of the Company is continued in a manner permitted by the Code Act, or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Intertape Woven Products Services S.A. De C.V.)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up with reasonably commenced promptness, upon the first to occur of the following: (i) the retirement, resignation or dissolution agreement of all Members; (ii) expiration of the last remaining Member term, if any, of the Company; (iii) the sale of substantially all of the property of the Company; (iv) the enactment or the occurrence application of any other event which terminates law that materially and adversely affects the continued membership of the last remaining Member in the Company unless the business purpose of the Company is continued in and/or the shared living at the Property, as determined by a manner permitted by the Code Super Majority, or (iiv) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 1 contract

Samples: Operating Agreement

Events of Dissolution. (a) The Company shall be dissolved, dissolved and shall commence winding up its affairs shall be wound up upon the first to occur of the following: (ia) the retirement, resignation or dissolution time fixed in the Articles as the expiration of the last remaining Member or term of the occurrence Company; (b) the consent of all of the Members in writing; (c) any other event which terminates makes it unlawful or impossible to carry on the continued membership Company’s business; or (d) at such time as there is no longer at least one Member of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the CodeCompany.

Appears in 1 contract

Samples: Operating Agreement

Events of Dissolution. (a) The Company shall be dissolved, dissolved and shall commence winding up its affairs shall be wound up upon the first to occur of the following: (ia) the retirement, resignation or dissolution time fixed in the Articles as the expiration of the last remaining Member or term of the occurrence Company; (b) the consent of all of the Members in writing; (c) any other event which terminates makes it unlawful or impossible to carry on the continued membership Company’s business; (d) the consent of a supermajority of Members having voting authority in writing; or (e) at such time as there is no longer at least one Member of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the CodeCompany.

Appears in 1 contract

Samples: Operating Agreement

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) Any event that under the Act or the Articles requires dissolution of the Company, provided that the death, resignation, retirement, resignation expulsion, bankruptcy, or dissolution of the last remaining Member a member or the occurrence of any other event which that terminates the continued membership of the last remaining Member a member in the Company unless shall not cause the business dissolution of the Company is continued in a manner permitted by Company; The unanimous written consent of the Code or (ii) Members to the dissolution of the Company; and The entry of a decree of judicial dissolution under of the CodeCompany as provided in the Act.

Appears in 1 contract

Samples: Operating Agreement

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Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code Act or (ii) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TCEH Finance, Inc.)

Events of Dissolution. The Company will be dissolved upon the happening of any of the following events: (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur entry of a decree of judicial dissolution under Section 18-802 of the following: Act, (ib) subject to compliance with Section 6.4 and Schedule 6.4, the determination of the Board, (c) the retirement, resignation disposition of all of the Company’s assets or dissolution (d) the termination of the legal existence of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Code or (ii) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Intel Corp)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first earliest to occur of the following: (ia) the retirement, resignation or dissolution written consent of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or Member; (iib) the entry of a decree of judicial dissolution under Section 18-802 of the CodeAct; or (c) at any time when there is no Member.

Appears in 1 contract

Samples: Operating Agreement (LNT Leasing II, LLC)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining following events and its business and affairs shall thereafter be liquidated and wound up pursuant to the Act: (a) upon the unanimous approval of all Preferred Members and Common Members; (b) upon the issuance of a final and nonappealable judicial decree of dissolution; or (c) as otherwise required by the Act, except that the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not result in the Company unless the business dissolution of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Code.Company. 6.02

Appears in 1 contract

Samples: Securities Purchase Agreement

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved upon the first to occur happening of any of the following: following events (ieach such event an “Event of Dissolution”); (a) the retirement, resignation sale of all or dissolution substantially all of the last remaining Member or assets of the occurrence Company, (b) the unanimous agreement of all Members; (c) the happening of any other event which terminates the continued membership of the last remaining Member in the Company unless that makes it unlawful, impossible or impractical to carry on the business of the Company is continued in a manner permitted by Company; (d) the Code bankruptcy or insolvency of any Member; or (iie) the entry death of a decree of judicial dissolution under the CodeMember.

Appears in 1 contract

Samples: Operating Agreement

Events of Dissolution. (a) The Company shall be dissolved, dissolved and shall commence winding up its affairs shall be wound up upon the first to occur of the following: (ia) the retirement, resignation or dissolution time fixed in the Certificate as the expiration of the last remaining Member or the occurrence of any other event which terminates the continued membership term of the last remaining Member in Company; (b) the Company unless the business consent of all of the Company is continued Members in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Code.writing;

Appears in 1 contract

Samples: Operating Agreement

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member Member, in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Code.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TCEH Finance, Inc.)

Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member Member, or the occurrence of any other event which terminates the continued membership of the last remaining Member Member, in the Company unless the business of the Company is continued in a manner permitted by the Code Act or (ii) the entry of a decree of judicial dissolution under the CodeAct.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Energy Future Competitive Holdings CO)

Events of Dissolution. (a) The Company shall be dissolved, dissolved and shall commence winding up its affairs shall be wound up upon the first to occur of the following: (i) The determination to dissolve made by the retirementManaging Member; The sale, resignation disposition or dissolution abandonment of all or substantially all of the last remaining Member Property; or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the The entry of a decree of judicial dissolution under the CodeAct. The Company shall not be dissolved upon the death, insanity, retirement, resignation, expulsion, dissolution or Bankruptcy of any Member or Managing Member.

Appears in 1 contract

Samples: Operating Agreement (Venture Lending & Leasing Ii Inc)

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