Marital Dissolution or Legal Separation Sample Clauses

Marital Dissolution or Legal Separation. (a) In connection with the dissolution of a natural person Member’s marriage or the legal separation of a Member and the Member’s spouse, the Member shall have the right, first, and then the Company shall have the right, second (each, a “Special Purchase Right”) to give written notice to the Member’s spouse of its exercise of its right to purchase from the Member’s spouse, in accordance with the provisions of this Section 6.8, all or any portion of the Units which were awarded to such spouse in the spouse’s divorce from the Member or legal separation from the Member.
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Marital Dissolution or Legal Separation. (a) Notwithstanding anything in this Agreement to the contrary, in connection with the dissolution of the Purchaser’s marriage or the legal separation of the Purchaser and the Purchaser’s spouse, the Company shall have the right (the “Special Purchase Right”), if applicable, to purchase from the Purchaser’s spouse, in accordance with the provisions of this Section 5, all or any portion of the Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares.
Marital Dissolution or Legal Separation. 12.6.1 GRANT In connection with the dissolution of the marriage or the legal separation of any Member, the LLC shall have the right ("Special Purchase Right"), exercisable at any time during the 30-day period following the LLC's receipt of the required Dissolution Notice under Section 12.6.2, to purchase from the Member's spouse, in accordance with the provisions of Section 12.6.3 any or all Units which are or would otherwise be awarded to such spouse incident to the dissolution of marriage or legal separation in settlement of any community property or other marital property rights such spouse may have or obtain in the Units. The Special Purchase Right shall not apply to any Units retained by the Member.
Marital Dissolution or Legal Separation. In connection with the dissolution of Purchaser’s marriage or the legal separation of Purchaser and Purchaser’s spouse (“Spouse”), the Company shall have the right (the “Special Purchase Right”) to purchase from Spouse, at the then current fair market value of the Shares, as determined by the Board in its sole discretion (the “Repurchase Price”), all or any portion of the Shares that would otherwise be awarded to Spouse or agreed to with Spouse in settlement of any community property or other marital property rights Spouse may have in such Shares. Purchaser shall promptly provide the Company with written notice (the “Dissolution Notice”) of the entry of any judicial decree or order resolving the property rights of Purchaser and Spouse in connection with their marital dissolution or legal separation or the execution of any agreement relating to the distribution or division of such property rights (which shall be accompanied by a copy of such decree, order or agreement) providing for the award to Spouse of any Shares. The Company may exercise the Special Purchase Right by delivery of written notice (the “Purchase Notice”) to Purchaser and Spouse within 45 days after the Company’s receipt of the Dissolution Notice, which Purchase Notice shall indicate the number of Shares to be purchased by the Company, the date such purchase is to be effected (which shall not be more than 30 days after the date of the Purchase Notice) and the Repurchase Price. Purchaser (or Spouse, to the extent Spouse has physical possession of the Shares) shall, prior to the date specified for the purchase in the Purchase Notice, deliver to the Company the certificates representing the Shares to be purchased pursuant to the Special Repurchase Right. On the date of purchase under this Section 4, the Company shall pay the Repurchase Price to Spouse in cash, by certified check or by wire transfer of immediately available funds to such account or accounts as shall be designated by the Spouse to the Company in writing. Spouse shall, within 10 days of receipt of the Purchase Notice, notify the Company in writing (a “Dispute Notice”) if Spouse disagrees with the Board’s determination of the Repurchase Price, in which case the Repurchase Price shall thereupon be determined by an appraiser of recognized standing mutually selected by the Company and Spouse, whose appraisal shall be determinative of such value. If the Company and Spouse cannot agree on a mutually acceptable appraiser within 15 days a...
Marital Dissolution or Legal Separation. 10 8.1 Grant ........................................................... 10 8.2 Notice of Decree or Agreement ................................... 10 8.3 Exercise of the Special Purchase Agreement ...................... 10 8.4 Lapse ........................................................... 11 TABLE OF CONTENTS (continued)
Marital Dissolution or Legal Separation. 8.1 GRANT. In connection with the dissolution of the Optionee's ----- marriage or the legal separation of the Optionee and the Optionee's spouse, the Corporation shall have the right (the "Special Purchase Right"), exercisable at any time during the thirty (30)-day period following the Corporation's receipt of the required Dissolution Notice under paragraph 8.2, to purchase from the Optionee's spouse, in accordance with the provisions of paragraph 8.3, all or any portion of the Purchased Shares which would otherwise be awarded to such spouse in settlement of any community property or other marital property rights such spouse may have in such shares.
Marital Dissolution or Legal Separation. If the Company admits a Member that is an individual, then the following shall apply in connection with the dissolution of the marriage or the legal separation of such Member:
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Marital Dissolution or Legal Separation 

Related to Marital Dissolution or Legal Separation

  • Dissolution or Termination Any particular Series shall be dissolved upon the occurrence of the applicable dissolution events set forth in Article VIII, Section 1 hereof. Upon dissolution of a particular Series, the Trustees shall wind up the affairs of such Series in accordance with Article VIII Section 1 hereof and thereafter, rescind the establishment and designation thereof. The Board of Trustees shall terminate any particular Class and rescind the establishment and designation thereof: (i) upon approval by a majority of votes cast at a meeting of the Shareholders of such Class, provided a quorum of Shareholders of such Class are present, or by action of the Shareholders of such Class by written consent without a meeting pursuant to Article V, Section 3; or (ii) at the discretion of the Board of Trustees either (A) at any time there are no Shares outstanding of such Class, or (B) upon prior written notice to the Shareholders of such Class; provided, however, that upon the rescission of the establishment and designation of any particular Series, every Class of such Series shall thereby be terminated and its establishment and designation rescinded. Each resolution of the Board of Trustees pursuant to this Section 6(i) shall be incorporated herein by reference upon adoption.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Dissolution Winding Up and Termination (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

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

  • Dissolution of the Partnership The Partnership shall be dissolved upon the occurrence of any of the following:

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

  • Dissolution Liquidation and Termination 32 Section 13.1. No Dissolution........................................32 Section 13.2. Events Causing Dissolution............................32 Section 13.3.

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