Company Dissolution Sample Clauses

Company Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
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Company Dissolution. The Company shall be dissolved, its assets disposed of, and its affairs wound up on the first to occur of the following (each, a “Dissolution Event”): (a) the vote of all of the Members; (b) the happening of any event that makes it unlawful or impossible to carry on the business of the Company; (c) the sale of all or substantially all of the assets of the Company; or (d) the dissolution of KW PCCP Montclair, LLC, a Delaware limited liability company. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes a Dissolution Event.
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Company Dissolution. The Company is to be dissolved and its business wound up as provided in the WLLCL, except as otherwise provided in this Agreement.
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Company Dissolution. 15.1.3 As to each Shareholder, all of its shares are sold.
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Company Dissolution. The Company hereby covenants that it will not, nor will it permit its Representatives to, dissolve or take any measures to cause the dissolution of the Company at any time prior to one year and one month after the Closing Date.
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Company Dissolution. Upon dissolution of the Company, its assets will be offered for sale at their Book Value, first, to the Members in proportion to their respective shares in the Company, and then to the public. Shared assets shall be offered for sale to the public. Any intellectual property owned by the Company, and proprietary information, such as customer lists, and Company files and records shall be disposed of as the Partners may mutually agree. The continuing use of the Company name and logo shall be determined by the mutual consent of the members. In the event of a dispute between the Members that cannot be reconciled, the members agree not to resort to litigation in court, but in lieu thereof agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. This Agreement may be amended only by the unanimous consent of the members. WITNESS the due execution of this Operating Agreement, consisting of 48 numbered sections on six pages, as of the day and year first written above, by the undersigned Members, being all the Members of XYZ Enterprises, LLC. __________________________________ ______________________________
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Related to Company Dissolution

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

  • 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.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • 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.

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

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

  • 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.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (ii) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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