Duration and Dissolution of the Company Sample Clauses

Duration and Dissolution of the Company. 20 Section 7.01 Duration....................................................20 Section 7.02 Dissolution.................................................21
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Duration and Dissolution of the Company. The existence of the Company shall continue until the first to occur of the following events, but not upon any other event: (a) a determination by the Administrative Member, in its sole discretion, that the Company shall be dissolved, and its affairs wound up or (b) the occurrence of any other event that causes the dissolution of the Company under the Act. Upon such occurrence, unless the business of the Company is continued as permitted by the Act, the Company shall be wound up and terminated. In connection with the dissolution and winding up of the Company, the Administrative Member or, if there is no Administrative Member, a liquidator appointed by a Majority in Interest of the Members (the "Liquidator"), shall proceed to distribute the Specified ---------- Investments or, at the sole discretion of such Person or Persons, sell or liquidate the assets of the Company (including the conversion to cash or cash equivalents of its notes or accounts receivable) and make a final distribution of the assets (including Specified Investments, to the extent not otherwise sold by the Company) of the Company in the manner set forth in Section 5.2, provided that any distribution of any property other than cash is then valued at the fair market value thereof as determined in good faith by such Person or Persons, all in accordance with the Act. Upon the completion of such distribution of Company property, the Company shall be terminated, and the Administrative Member or the Liquidator, as the case may be, shall cause the cancellation of all qualifications of the Company in jurisdictions other than the State of Delaware and shall cancel the Certificate in accordance with the Act. In the reasonable sole discretion of the Administrative Member, or the Liquidator, as the case may be, all or a portion of the distributions that would otherwise be made to the Members or the Former Members may be (a) distributed to a trust established for the benefit of the Members and Former Members for purposes of liquidating Company assets, collecting amounts owed to the Company and paying any liabilities or obligations of the Company or the Administrative Member or the Liquidator, as the case may be, arising out of, or in connection with, this Agreement or the Company's business or affairs, provided that the Administrative Member or the Liquidator, as the case may be, will use its best efforts to establish such trust as a pass-through entity for tax purposes; or (b) withheld, with respect to...
Sample 1
Duration and Dissolution of the Company 
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Related to Duration and Dissolution of the Company

  • Duration and Dissolution The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

  • Termination and Dissolution of the contract

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until December 31, 2039, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Dissolution and Termination of the Company (a) The Company shall be dissolved and its business wound up upon the occurrence of any of the following events:

  • Mergers and Dissolutions (a) Enter into a transaction of merger or consolidation, except that:

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • 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.

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