Common use of Exclusive Causes Clause in Contracts

Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) by the election of all of the Members; (b) the entry of a decree of judicial dissolution pursuant to §18-802 of the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreement.

Appears in 3 contracts

Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Advanced Micro Devices Inc), Limited Liability Company Operating Agreement (Advanced Micro Devices Inc)

Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) by the election of all unanimous consent of the Members; (b) the entry of a decree of judicial dissolution pursuant to §18of the Company under Section 304-802 C:51 of the Act; orand (c) at the sale of all or substantially all of the assets of the Company. The bankruptcy or dissolution of a Member, or the occurrence of any Member’s electionother event that terminates the continued membership of a Member in the Company, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any shall not cause a dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this AgreementCompany.

Appears in 3 contracts

Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Public Service Co of New Hampshire), Limited Liability Company Agreement (Nstar/Ma)

Exclusive Causes. (a) Notwithstanding the Act, the following (and only the following following) events shall cause the Company to be dissolved, liquidated, and terminated: (ai) by the written election of all the Board, subject to Section 6.9(g); or (ii) at any time that there are no Members, unless the business of the Members;Company is continued in accordance with the Act. (b) the entry of a decree of judicial dissolution pursuant to §18-802 of the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any liquidation or dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreement.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Topgolf Callaway Brands Corp.), Equity Purchase Agreement (Topgolf Callaway Brands Corp.)

Exclusive Causes. Notwithstanding the Act, the following (and only the following following) events shall cause the Company to be dissolved, liquidated, liquidated and terminated: (ai) by the written election of all of the Members; (b) the entry of a decree of judicial dissolution pursuant Board, subject to §18-802 of the ActSection 7.6(e); or (cii) at any Member’s electiontime that there are no Members, if unless the business of the Company ceases operation for more than six (6) months unless due to force majeureis continued in accordance with the Act. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 9.2 shall be a dissolution in contravention of this Agreement.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Falcon's Beyond Global, Inc.), Limited Liability Company Agreement (Falcon's Beyond Global, Inc.)

Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) by the election of all of the Members; (b) the entry of a decree of judicial dissolution pursuant to §18-802 of the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 8.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Operating Agreement (Bebe Stores, Inc.)

Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) an election by the election of all of the MembersMembers to dissolve the Company; (b) a determination by the entry Board of a decree of judicial dissolution pursuant Directors to §18-802 dissolve the Company; (c) the Incapacity of the Actsole remaining Member; or (cd) at any Member’s electiona judicial determination that an event has occurred that makes it unlawful, if impossible or impractical to carry on the Company ceases operation for more than six (6) months unless due to force majeureBusiness and affairs of the Company. To the fullest extent permitted by law, any Any dissolution of the Company other than as provided in this Section 10.2 9.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Enpro Industries, Inc)

Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) by A determination be the election of all of Manager to dissolve the MembersCompany; (b) the entry of a decree of judicial dissolution pursuant to §18-802 The Incapacity of the Actsole remaining Member; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeureA judicial dissolution. To the fullest extent permitted by law, any Any dissolution of the Company other than as provided in this Section 10.2 9.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Operating Agreement (Kb Home)

Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) by the The election of all of the Requisite Members; (b) the entry The occurrence of a decree of judicial dissolution pursuant to §18-802 of the ActLiquidation Event; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Zumiez Inc)

Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, dissolved and terminatedits affairs wound up: (a) by the election occurrence of all of the Membersa Terminating Capital Transaction; (b) the entry written consent of the Majority in Interest and all the Preferred Members to dissolve the Company; (c) at any time there are no Members unless the business of the Company is continued without dissolution in a decree of judicial dissolution pursuant to §18-802 of manner permitted by the Act; or (cd) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreementjudicial dissolution.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Wise Metals Group LLC)

Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, dissolved and terminatedits affairs wound up: (a) by the election occurrence of all of the Membersa Terminating Capital Transaction; (b) the entry written consent of the Majority in Interest to dissolve the Company; (c) at any time there are no Members unless the business of the Company is continued without dissolution in a decree of judicial dissolution pursuant to §18-802 of manner permitted by the Act; or (cd) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreementjudicial dissolution.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Listerhill Total Maintenance Center LLC)

Exclusive Causes. Notwithstanding the Act, the following (and only the following following) events shall cause the Company to be dissolved, liquidated, liquidated and terminated: (a) by the written election of all of the Requisite Members;; or (b) at any time that there are no Members, unless the entry of a decree of judicial dissolution pursuant to §18-802 business of the Company is continued in accordance with the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 8.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Joint Venture and Operating Agreement (Rentech Inc /Co/)

Exclusive Causes. Notwithstanding The Company shall be dissolved, and liquidated pursuant to Section 11.3, upon the Act, the following and only earliest to occur of (it being understood that the following events shall are the only events that can cause the Company to be dissolved, liquidated, dissolution and terminated:liquidation of the Company): (a) the written election by all Members to so dissolve, liquidate and terminate the election of all of the Members;Company; or (b) the entry of a decree of judicial dissolution pursuant to §Section 18-802 of the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Operating Agreement (Matrix Bancorp Inc)

Exclusive Causes. Notwithstanding the Act, the following (and only the following following) events shall cause the Company to be dissolved, liquidated, wound-up and terminated: (a) by the written election of all the Board and with the approval of the Majority Preferred Members;; or (b) at any time that there are no Members, unless the entry of a decree of judicial dissolution pursuant to §18-802 business of the Company is continued in accordance with the Act; or (c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 8.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (BridgeBio Pharma LLC)

Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) subject to the provisions of Section 5.3, an election by a Majority in Interest to dissolve the election of all of the MembersCompany; (b) subject to the entry provisions of Section 5.3, a decree determination by the Board of judicial dissolution pursuant Directors to §18-802 dissolve the Company; (c) the Incapacity of the Actsole remaining Member; or (cd) at any Member’s electiona judicial determination that an event has occurred that makes it unlawful, if impossible or impractical to carry on the Company ceases operation for more than six (6) months unless due to force majeureBusiness and affairs of the Company. To the fullest extent permitted by law, any Any dissolution of the Company other than as provided in this Section 10.2 9.2 shall be a dissolution in contravention of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Enpro Industries, Inc)