Removal or Dissolution Sample Clauses

Removal or Dissolution. (i) At their option (x) a Majority in Interest of the Combined Limited Partners may, at their option at any time within 180 days after the later the occurrence of a Cause Event or the issuance of a notice thereof to the Limited Partners (“For Cause Removal”), or (y) 80% in Interest of the Combined Limited Partners may, at any time (“No Fault Removal”), in either case, effective as of a date (the “Removal Date”) not less than 30 days from the date of notice to the General Partner of such removal (the “Removal Notice Date”), either (A) require the removal of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner must be approved by a Majority or 80% in Interest, as applicable, of the Combined Limited Partners, and which removal shall be effected in accordance with the procedures set forth in Section 8.1(b)(ii)), (B) require that the General Partner’s Interest be converted to a special Limited Partner’s Interest with no right to participate in the management of the business of the Partnership, in accordance with Section 8.1(b)(iv), or
Sample 1
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Related to Removal or Dissolution

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • NO DISSOLUTION, NO NULLIFICATION To the extent permitted by law, the parties hereby waive their rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve (ontbinden), or demand in legal proceedings the dissolution (ontbinding) of, this Agreement. Furthermore, to the extent permitted by law, the parties hereby waive their rights under Article 6:228 of the Dutch Civil Code to nullify (vernietigen), or demand in legal proceedings the nullification (vernietiging) of, this Agreement on the ground of error (dwaling).

  • Dissolution of Entity The Contractor shall notify the County immediately of any intention to discontinue existence of the entity or to bring an action of dissolution.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Winding Up Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Manager shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Company, the Manager may, to the fullest extent permitted by law, take any and all actions that it determines in its sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Manager to minimize the losses that may result from a liquidation.

  • Dismissal or Suspension Employees dismissed or suspended for alleged cause shall have the right to submit a grievance to the General Manager commencing at Step 3 within 14 days of the employee receiving notice of dismissal or suspension.

  • Events of Dissolution The Company shall be dissolved upon the happening of any of the following events:

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Effect of Dissolution Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

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