Common use of Dissolution and Winding Up Clause in Contracts

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote of the Members; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning Member.

Appears in 6 contracts

Sources: Operating Agreement, Operating Agreement (South Dakota Soybean Processors LLC), Operating Agreement

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote majority of the Members; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning Member.

Appears in 6 contracts

Sources: Operating Agreement, Operating Agreement (Lake Area Corn Processors LLC), Operating Agreement (Northern Growers LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of all Classes with at least a Super Majority Vote majority vote of the MembersMembers of each Class (as set forth in Section 3.9); (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent fraudulent, or unfairly prejudicial to the petitioning Member.

Appears in 3 contracts

Sources: Operating Agreement (Great Plains Ethanol LLC), Operating Agreement (Great Plains Ethanol LLC), Operating Agreement (Great Plains Ethanol LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote of the Members; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) i. the economic purpose of the Company is likely to be unreasonably frustrated; (ii) . it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) . the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning MemberMember .

Appears in 2 contracts

Sources: Operating Agreement (South Dakota Soybean Processors LLC), Operating Agreement (South Dakota Soybean Processors LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote each class of the MembersMembers with Capital Units outstanding (as set forth in Section 3.9); (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent fraudulent, or unfairly prejudicial to the petitioning Member.

Appears in 1 contract

Sources: Operating Agreement (Western Plains Energy LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: : (a) the consent of a Super Majority Vote majority of the Members; ; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; ; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: : (i) the economic purpose of the Company is likely to be unreasonably frustrated; ; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning Member.. 12.2

Appears in 1 contract

Sources: Operating Agreement (Lake Area Corn Processors LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote of the Members; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning MemberMember .

Appears in 1 contract

Sources: Operating Agreement (South Dakota Soybean Processors LLC)

Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the consent of a Super Majority Vote majority of the Members; (b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section; (c) on application by a Member or a dissociated Member, upon entry of a judicial decree that: (i) the economic purpose of the Company is likely to be unreasonably frustrated; (ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or (iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to prejudice the petitioning Member.

Appears in 1 contract

Sources: Operating Agreement (Northern Growers LLC)