Dissolution or Bankruptcy of a Member Sample Clauses

Dissolution or Bankruptcy of a Member. Upon the dissolution of a Member or a Member becoming a Bankrupt Member, such Member's successors shall have all the rights of a Member (except as provided by the last sentence of this Section 11.5) for the purpose of settling or managing such Member's estate, including such power as such Member possessed to substitute a successor as a transferee of such Member's interest in the Company and to join with such transferee in making the application to substitute such transferee as a Member. However, such successors will not have the right to become a Substitute Member in the place of their predecessor in interest unless all of the other Members shall so consent as provided in Section 11.4(b) hereof.
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Dissolution or Bankruptcy of a Member. Upon the dissolution or bankruptcy of a Member, such Member’s executors, administrators or legal representatives shall have all the rights of a Member (except as provided by the last sentence of this Section 9.4) for the purpose of settling or managing such Member’s estate, including such power as such Member possessed to substitute a successor as a transferee of such Member’s Interest in the Company and to join with such transferee in making the application to substitute such transferee as a Member. However, except as provided in this Section 9.4, such executors, administrators or legal representatives will not have the right to become a Member in the place of their predecessor in interest unless the Managing Member shall so consent.
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Dissolution or Bankruptcy of a Member. 11.1 Dissolution or Merger. If Woodfield shall be dissolved, or merged with or consolidated into another corporation or other entity, or if all or substantially all of its assets shall be sold, or transferred, then unless such dissolution, merger, consolidation, sale or transfer is expressly permitted under Article 10, such dissolution, merger, consolidation, sale or transfer shall, at CNL’s election, be a dissolution of the Company, and CNL shall be the “Liquidating Member” in the dissolution of the Company. If CNL shall be dissolved, or merged with or consolidated into another corporation or other entity, or if all or substantially all of its assets shall be sold, or transferred, then unless such dissolution, merger, consolidation, sale or transfer is expressly permitted under Article 10, such dissolution, merger, consolidation, sale or transfer shall, at Woodfield’s election, be a dissolution of the Company, and Woodfield shall be the “Liquidating Member” in the dissolution of the Company.
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Dissolution or Bankruptcy of a Member. In the event of the ------------------------------------- dissolution, liquidation, bankruptcy or insolvency of a Member, the Ownership Interest of such Member will continue to be subject to the risks of the business of the Company until the Dissolution and winding up of the Company. The legal representative of a Member who has dissolved, liquidated or been declared bankrupt or become insolvent will succeed to such Member's Ownership Interest in the Company, but will not become a Substituted Member without the prior written Consent of the Managing Member, which Consent may be granted or denied in the sole and absolute discretion of the Managing Member, and without the Consent of any Member.
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Dissolution or Bankruptcy of a Member. (a) If a Member (i) is dissolved and wound up, or (ii) becomes Bankrupt (the “Affected Member”), it shall provide written notice (the “Section 6.3 Notice”) to the other Members (the “Other Members”), or if the Affected Member fails to provide the required notice within five (5) Business Days, the Company shall have the right to provide such notice to the Other Members. The entire Membership Interest owned by the Affected Member shall be deemed to be the subject of a proposed Transfer (subject to the provision of Section 6.9 with respect to the Lien) and, therefore, offered to the Other Members and the Affected Member shall be obligated to sell its Membership Interests in accordance with this Section 6.3.
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Dissolution or Bankruptcy of a Member. 40 11.1 Dissolution or Merger 40 11.2 Bankruptcy, etc 41 11.3 Reconstitution 41 ARTICLE 12. CROSS-DEFAULT 42 ARTICLE 13. DISSOLUTION 42 13.1 Winding Up by Members 42 13.2 Winding Up by Liquidating Member. 42 13.3 Offset for Damages 43 13.4 Distributions of Operating Cash Flow 44 13.5 Distributions of Proceeds of Liquidation 44 13.6 Orderly Liquidation 44 13.7 Financial Statements 44 13.8 Restoration of Deficit Capital Accounts 44 ARTICLE 14. MEMBERS 44 14.1 Liability 44 ARTICLE 15. NOTICES 45 15.1 In Writing; Address 45 15.2 Copies 46 ARTICLE 16. MISCELLANEOUS 46 16.1 Additional Documents and Acts 46 16.2 Interpretation 46 16.3 Entire Agreement 46 16.4 References to this Agreement 46 16.5 Headings 46 16.6 Binding Effect 46 16.7 Counterparts 46 16.8 Confidentiality 46 16.9 Amendments 47 16.10 Exhibits 47 16.11 Severability 47 16.12 Qualification in Other States 47 16.13 Forum 47 16.14 No Brokerage 48 16.15 Tax Compliance 48
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Dissolution or Bankruptcy of a Member 
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Related to Dissolution or Bankruptcy of a Member

  • Bankruptcy of a Member The bankruptcy (including within the meaning of Sections 18-101 and 18-304 of the Act) of a Member shall cause such Member to cease to be a Member, but notwithstanding the occurrence of such event, the Company shall continue without dissolution. The receivership or dissolution of a Member shall not in and of itself cause the dissolution of the Company, and notwithstanding the occurrence of such event, the Company shall continue without dissolution under the management and control of the remaining Members, unless there are no remaining Members of the Company.

  • 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.

  • 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:

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

  • 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 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.

  • 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 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.

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