Dissolution of a Member Sample Clauses

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Dissolution of a Member. In the event of the bankruptcy, reorganization, liquidation, winding-up or dissolution of a Member (the "Dissolving Member"), the Dissolving Member shall notify the other Members in writing within five (5) days of such event. The Interests owned by the Dissolving Member shall first be offered for purchase by the other Members within ninety (90) days of the date of such notice for the then existing Adjusted Realized Equity Value of such Interests. In the event that such other Members decline to purchase such additional Interests, such unpurchased Interests may be offered by the Company to third parties for purchase on terms and conditions to be determined by the Members, and the Dissolving Member shall sell its Interests in accordance with the provisions of this Section 9.4.
Dissolution of a Member. Upon the dissolution of a Member, Membership Interests owned by the dissolved entity may be voted by successors in interest, either in person or by proxy without a transfer of such Membership Interests into the name of the successors in interest
Dissolution of a Member. If a member is a corporation, limited liability company, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.
Dissolution of a Member that is not a natural person shall mean that such Member has terminated its existence, whether partnership or corporate, wound up its affairs and dissolved; provided, however, that a change in the membership of any Member that is a general partnership shall not constitute "Dissolution" hereunder, whether or not the Member is deemed technically dissolved for partnership law purposes, so long as the business of the Member is continued.
Dissolution of a Member. In the event of a filing of voluntary dissolution of a Member or the entry of a court decree of dissolution of a Member, the Company shall have the right (but not the obligation), for thirty (30) days from receipt of notice of filing or entry of decree, to purchase some or all, but not less than all, of the Interest of the Member whose condition or actions gave rise to such court decree, for the price, in the manner, and on the terms and conditions set forth in Section 9.6. If the Company does not purchase such Interest, the remaining Members shall have the concurrent right (but not the obligation) for thirty (30) days, commencing on the earlier of (i) the expiration of the Company's 30-day period to purchase such Interest, or OD receipt of notice from the Company of its decision not to purchase such Interest, to purchase all or the remainder of such Interest for the price, in the manner, and on the terms and conditions set forth in Section 9.6.

Related to Dissolution of a Member

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

  • Dissolution Winding Up (a) The Partnership shall be dissolved upon (i) the adoption of a plan of dissolution by the General Partner(s) or (ii) the occurrence of any event required to cause the dissolution of the Partnership under the Act. (b) Any dissolution of the Partnership shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Partnership shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act. (c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnership’s intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......