Non-Dissolution Sample Clauses

Non-Dissolution. Notwithstanding any other provision of this Agreement, the bankruptcy of the Members shall not cause the Members to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Members and waives any right it might have to agree in writing to dissolve the Company upon the bankruptcy of the Members, or the occurrence of an event that causes the Members to cease to be a member of the Company.
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Non-Dissolution. 11.1 Section 8971(a)(4) of the LLC Law will not apply to the Company.
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Non-Dissolution. The Company will not be dissolved upon the occurrence of an event listed above if a Super-Majority vote of the Members elect not to dissolve the Company within sixty (60) days of the event.
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Non-Dissolution. Each party hereby agrees not to petition any authority for the involuntary dissolution of ARBOC MOBILITY, LLC in the event that (1) the other party refuses to approve the transfer or other disposition of Membership Units pursuant to subsection 2.07(a) hereof, or (ii) the other party defaults in any obligation under this Agreement to purchase any Membership Units of the first party.
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Non-Dissolution. (a) For a period of three years following the Closing (provided that, in the event there are any Pending Claims by any Buyer Indemnified Parties at the expiration of such three-year period, then such three-year period shall be extended until any Pending Claims have been resolved by a Final Determination) (such period, as may be extended pursuant to the foregoing proviso, the “Non-Dissolution Period”), Seller shall, and shall cause Redwood Design & Supply to (i) continue to remain in operation without taking any actions to effect a dissolution or wind-down proceeding or otherwise winding up its assets or terminating its existence, or taking any similar action (including a “complete distribution” pursuant to Section 10.3 of the Seller LLC Agreement), (ii) comply with applicable Law and (iii) maintain appropriate books and records. Upon the Closing, each of Seller and Redwood Design & Supply will have a level of cash in its bank accounts in an amount greater than or equal to $1,250,000. Seller shall, and shall cause Redwood Design & Supply to, provide Buyer with (A) interim balance sheets on a quarterly basis throughout the Non-Dissolution Period and (B) reasonably prompt notice of any Actions brought against Seller, Redwood Design & Supply or any of their respective Affiliates during the Non-Dissolution Period.
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Non-Dissolution. Seller shall take no action that would result in the dissolution of Seller, and shall not dissolve, prior to the expiration of two years following the Closing Date.
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Related to Non-Dissolution

  • Liquidation; Dissolution (a) Upon any payment by the Credit Union or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Credit Union, whether voluntary or involuntary or in insolvency, receivership or other proceedings, the holders of all Senior Indebtedness of the Credit Union will first be entitled to receive payment in full of amounts due on or in respect of such Senior Indebtedness, before any payment is made by the Credit Union on account of the principal of or interest on the Senior Subordinated Securities or any other amounts which may be due on the Senior Subordinated Securities pursuant to the terms hereof or thereof); and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Credit Union, or distribution of assets of the Credit Union of any kind or character, whether in cash, property or securities, which the Holder of the Senior Subordinated Securities would be entitled to receive from the Credit Union, except for the provisions of this Article VII, shall be paid by the Credit Union or by any receiver, liquidating trustee, agent or other person making such payment or distribution, or by the Holder of the Senior Subordinated Securities under this Agreement if received by them or it, directly to the holders of Senior Indebtedness of the Credit Union (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Credit Union) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such amounts of Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the Senior Subordinated Securities.

  • Liquidation Upon Dissolution Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  • Procedures Upon Dissolution Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows:

  • Distributions on Dissolution and Winding Up Upon the dissolution and winding up of the Company, after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, all available proceeds distributable to the Members as determined under Section 11.02 shall be distributed to all of the Members to the extent of the Members' positive Capital Account balances.

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

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

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