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.
Dissolution and Winding Up of the Company. 9.1Dissolution. The Company shall be dissolved on the happening of any of the following events:
Dissolution and Winding Up of the Company. (a) The Company shall dissolve, its assets disposed of, and its affairs wound up upon the first to occur of the following (each a “Dissolution Event”):
Dissolution and Winding Up of the Company. 8.01 Events Causing Dissolution of the Company Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve, or the admission or substitution of a new Member, the Company shall not be dissolved but its business shall continue without interruption or break in continuity. Upon the bankruptcy, retirement, resignation, expulsion or other cessation to serve of any Member, the other Member shall continue to serve as a Member of the Company in accordance with the provisions of this Agreement. The Company shall be dissolved upon the first to occur of: (a) the expiration of the term of the Company, unless such term has been extended by the unanimous agreement of the Members; (b) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of its distributive share of any and all cash proceeds delivered therefrom; or (c) the affirmative election of the Management Committee to dissolve the Company. Except as may be permitted in accordance with this Section 8.01 or other terms of this Agreement, no Member shall have the right to, and each Member hereby agrees that it shall not, seek to dissolve or cause the dissolution of the Company or seek to cause a partial or whole distribution or sale of Company assets whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Company and the remaining Members.
Dissolution and Winding Up of the Company. 7.1 Events Causing the Dissolution of the Company. The Company is dissolved and is to be wound up upon the happening of any of the following events, whichever first occurs: (i) the occurrence of an Event of Withdrawal with respect to Original Member; (ii) the decision of Original Member to so dissolve and wind up the Company; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Dissolution and Winding Up of the Company. 8.01. Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve or the admission of any new member into the Company, the Company shall not dissolve, but the business of the Company shall continue without interruption and without any break in continuity. The Company shall be dissolved and its affairs wound up upon the first to occur of: (i) the expiration of the term of the Company unless such term has been extended by the Members; (ii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all Net Cash derived therefrom; (iii) the agreement of the Members to dissolve the Company; or (iv) the entry of a decree of judicial dissolution pursuant to the Act.
Dissolution and Winding Up of the Company. 9.01 EVENTS CAUSING
Dissolution and Winding Up of the Company. 12.01 Events Causing Dissolution of the Company Upon any Member's bankruptcy, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. However, the Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events: (a) Failure to Deliver Initial Annual Business Plan. The election of Tejon to dissolve the Company if Majestic does not deliver the annual business plan for the first Business Plan Period for any reason to the Executive Committee pursuant to Section 2.07 on or before May 10, 2021 (provided such election is made prior to the date (if any) that the Executive Committee approves the initial annual business plan for the Company); (b)
Dissolution and Winding Up of the Company. 56 12.01 Events Causing Dissolution of the Company ...................................................... 56 12.02 Winding Up of the Company ............................................................................... 57 12.03
Dissolution and Winding Up of the Company. 18 9.1 Dissolution 18 9.2 Winding Up 18 10. GENERAL PROVISIONS 19 10.1 Amendments 19 10.2 Governing Law 19 10.3 Counterparts 19 10.4 Parties in Interest. 19 10.5 Member Approval 19 10.6 Entire Agreement 19 10.7 Arbitration 19 10.8 Attorney Fees 20 10.9 Representation. 20 TABLE OF CONTENTS (continued) Page 10.10 Further Effect 20 10.11 Severability 20 10.12 Captions 20 10.13 Notices 21 EXHIBIT A. 1 EXHIBIT B 1 EXHIBIT C. 1 AMENDED AND RESTATED OPERATING AGREEMENT OF ELKS TEMPLE PROPERTIES LLC THIS AMENDED AND RESTATED OPERATING AGREEMENT, whose date for reference purposes is , 2016 (the "Effective Date"), is entered into by and among Elks Temple Properties LLC, a Washington limited liability company (the "Company"), and the parties identified on Exhibit A to this Agreement (the "Members").
