Continuation of the Company. The Company shall not be dissolved upon the occurrence of any event that is deemed to terminate the continued membership of a Member, but rather the Company shall continue without dissolution, and its affairs shall not be required to be wound up.
Continuation of the Company. Notwithstanding anything to the contrary contained herein, the death, retirement, resignation, expulsion, bankruptcy, dissolution or removal of a Member shall not in and of itself cause the dissolution of the Company, and the Members are expressly authorized to continue the business of the Company in such event, without any further action on the part of the Members.
Continuation of the Company. Notwithstanding the provisions hereof, the occurrence of an Event of Withdrawal shall not dissolve the Company if within ninety (90) days after the occurrence of such Event of Withdrawal, the business of the Company is continued by the agreement of all remaining Members.
Continuation of the Company. The Members hereby acknowledge the continuation of the Company as a limited liability company pursuant to the Act, the Certificate of Formation and this Agreement.
Continuation of the Company. The Members hereby agree to continue the Company as a limited liability company pursuant to the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement. The authorized officer or representative, as an “authorized person” within the meaning of the Delaware Act, shall file and record any amendments and/or restatements to the Certificate and such other certificates and documents (and any amendments or restatements thereof) as may be required under the Laws of the State of Delaware and of any other jurisdiction in which the Company may conduct business. The authorized officer or representative shall, on request, provide any Member with copies of each such document as filed and recorded. The Members hereby agree that the Company and its Subsidiaries shall be governed by the terms and conditions of this Agreement and, except as provided herein, the Delaware Act.
Continuation of the Company. The occurrence of an Event of Disassociation or any other event which is deemed to terminate the continued membership of a Member in one or all Classes, will not dissolve the Company, the Company’s affairs shall not be required to be wound up, and the Company will continue without dissolution.
Continuation of the Company. The Member hereby establishes the Company as a limited liability company pursuant to the provisions of this Agreement and the Act. The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein.
Continuation of the Company. In certain circumstances after a Dissolution Event, the remaining Members may choose to continue the Company and the Company shall continue, uninterrupted by the Dissolution Event, as if the Dissolution Event had not occurred. The remaining Member shall not have this option after the entry of a judicial decree of dissolution. The remaining Member may exercise the option only within 90 days after the Dissolution Event and only if the remaining Member admits at least one additional Member, if the LaLLCL so requires.
Continuation of the Company. The Company was formed as a limited liability company under the Act by the filing of the Certificate with the Department of State of Pennsylvania on May 12, 1998. The Members hereby agree to continue the Company as a limited liability company under the Act for the purposes and upon the terms and conditions hereinafter set forth to give effect to, authorize, and memorialize the transactions occurring in connection with the IPO and to be bound by the terms and conditions hereof. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of that provision, this Agreement shall, to the extent permitted by the Act, control.
Continuation of the Company. The assignment of the Ownership Interest and the withdrawal of Assignor as a member of the Company shall not dissolve the Company and the business of the Company shall continue.
