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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 19 contracts
Sources: Limited Liability Company Operating Agreement (Wendy's Restaurants, LLC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first earliest to occur of any of the following: (a) the written consent sale, transfer or other disposition of all the assets of the MemberCompany, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution decision of the Member or to dissolve the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under § 18-802 of the Act.
Appears in 12 contracts
Sources: Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the following: :
(a) The consent in writing of all the written consent of the Member, Members.
(b) the death, retirement, resignation, expulsion, The adjudication of bankruptcy or dissolution insolvency of the Member Company or the assignment by the Company for the benefit of creditors.
(c) The occurrence of any other event which terminates that under the continued membership of Act causes the Member in the Company, or (c) the entry dissolution of a decree of judicial dissolutionlimited liability company.
Appears in 11 contracts
Sources: Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or and (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 10 contracts
Sources: Limited Liability Company Agreement (PERRIGO Co PLC), Limited Liability Company Agreement (PERRIGO Co PLC), Limited Liability Company Agreement (PERRIGO Co PLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ’s assets;
(c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(d) if there are no Members.
Appears in 10 contracts
Sources: Operating Agreement (Huntsman Enterprises LLC), Limited Liability Company Agreement (Dynacast Inc.), Limited Liability Company Agreement (Dynacast Inc.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 10 contracts
Sources: Limited Liability Company Agreement (1295728 Alberta ULC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the followingeither: (a) upon the written consent retirement or withdrawal of the only remaining Member of the Company (other than in connection with an assignment of its interest in the Company), or (b) at the election of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 10 contracts
Sources: Operating Agreement (Morris Publishing Group LLC), Operating Agreement (Morris Publishing Group LLC), Operating Agreement (Morris Publishing Group LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 608.449 of the Act.
Appears in 8 contracts
Sources: Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes Water & Sewer, LTD)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) The approval of dissolution by the written consent Board of the Member, Directors; or
(b) the death, retirement, resignation, expulsion, The bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership either all of the Member in Class C Members or all of the Company, or (c) the entry of a decree of judicial dissolutionClass P Members.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Phillips 66), Consent Agreement (Phillips 66), Limited Liability Company Agreement (Phillips 66)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC)
Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (ai) the written consent termination of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company, Company unless the Company is continued without dissolution in a manner permitted by this Agreement or (c) the entry of a decree of judicial dissolution.Act or
Appears in 8 contracts
Sources: Operating Agreement, Operating Agreement, Operating Agreement
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, Member or (b) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the death, retirement, resignation, expulsion, bankruptcy or dissolution Company to carry on the business of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (Coffeyville Resources Refining & Marketing, LLC), Limited Liability Company Agreement (Coffeyville Resources Refining & Marketing, LLC), Limited Liability Company Agreement (Hawker Beechcraft Holding, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolve upon the first to occur of any of the following: following events:
(a) the written consent The sale of all or substantially all of the Member, Company’s assets and the collection of the proceeds of such sale;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of The decision by the Member or the occurrence of any other event which terminates the continued membership of the Member in to dissolve the Company, or ; or
(c) the The entry of a decree of judicial dissolutiondissolution under Section 347.143 of the Act.
Appears in 8 contracts
Sources: Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) occurrence of an event with respect to the written consent Member causing a dissolution of the Member, Company under Section 18-801 of the Act; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution resignation of the Member or the occurrence pursuant to Section 9 of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionthis Agreement.
Appears in 7 contracts
Sources: Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC), Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC), Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first earliest to occur of the following: (a) the written consent Member’s authorization and approval of the Member, such dissolution; or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company under the Act.
Appears in 7 contracts
Sources: Limited Liability Company Agreement (Perella Weinberg Partners), Limited Liability Company Agreement (Sabra Health Care Frankenmuth, LLC), Company Agreement (Sabra Phoenix TRS Venture, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, ; or (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of a the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Atlantic Broadband Management, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of any of the following: following events:
(a) the written consent decision, following the occurrence of a Change of Control or consummation of an Initial Public Offering, of a majority of the Member, Board of Managers to dissolve the Company;
(b) the deathunanimous decision, retirementat any time, resignationof the Board of Managers, expulsion, bankruptcy to dissolve the Company; or
(c) any other event sufficient under the Act (other than action of the Board of Managers or the Members) to cause the dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 6 contracts
Sources: Merger Agreement (STR Holdings (New) LLC), Limited Liability Company Agreement (STR Holdings (New) LLC), Merger Agreement (STR Holdings, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(a) the The unanimous vote or written consent of the Member, holders of all the Membership Interests; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the The entry of a decree by a court of judicial dissolutioncompetent jurisdiction that dissolution and liquidation of the Company is required by law.
Appears in 6 contracts
Sources: Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.), Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.), Operating Agreement (HTS-Sunset Harbor Partner, L.L.C.)
Dissolution. The Company shall dissolvebe dissolved, and shall terminate and wind up its affairs shall be wound up affairs, upon the first to occur of the following: :
(a) the written unanimous consent of all Members to dissolve the Member, Company; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical Partners, LLC.)
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 Sole Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the CompanyCompany unless the business of the Company is continued by consent of the Sole Member within 90 days following the occurrence of any such event, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.)
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 death, retirement, resignation, expulsion, bankruptcy or dissolution termination of the legal existence of the last remaining Member or the occurrence of any other event which that terminates the continued membership of the last remaining Member in the Company, Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (c) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the entry Company to carry on the business of a decree of judicial dissolutionthe Company.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Ancestry.com LLC), Limited Liability Company Agreement (Ancestry.com LLC), Limited Liability Company Agreement (Ancestry.com LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent election of the Member, Member to dissolve; or
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the an entry of a decree of judicial dissolutiondissolution of the Company.
Appears in 5 contracts
Sources: Company Agreement (ROX Financial LP), Company Agreement (ROX Financial LP), Limited Liability Company Agreement (Atlantic Oklahoma Wind, LLC)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: following events (aeach of which shall constitute a Dissolution Event):
(1) the written consent of all the Member, Members;
(b2) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in the Company, or ; or
(c3) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Sidoti & Company, Inc.), Limited Liability Company Agreement (Sidoti & Company, Inc.), Limited Liability Company Agreement (Sidoti & Company, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the written consent of the MemberDecember 31, 2048;
(b) the death, retirement, The resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ;
(c) The written consent of the Member; or
(d) The entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (3100 Glendale Joint Venture), Limited Liability Company Agreement (3100 Glendale Joint Venture), Limited Liability Company Agreement (3100 Glendale Joint Venture)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur of the following: following events (which shall constitute Dissolution Events):
(a) the unanimous written consent of all of the Member, Members; and
(b) the deathDissociation of any Member, retirement, resignation, expulsion, bankruptcy or dissolution unless all of the Member or other Members agree in writing to the occurrence of any other event which terminates the continued membership continuation of the Member in business of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or 's assets;
(c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(d) if there are no Members.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Medical Device Manufacturing, Inc.), Limited Liability Company Agreement (Medical Device Manufacturing, Inc.), Limited Liability Company Agreement (Medical Device Manufacturing, Inc.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (DG Retail, LLC), Limited Liability Company Agreement (DG Retail, LLC), Limited Liability Company Agreement (Montrone Paul M)
Dissolution. The Company shall dissolve, be dissolved and its ----------- affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent of Members shall agree in writing to dissolve the Member, Company;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member shall become a Bankrupt Member or the occurrence of dissolve, or there shall occur any other event which (other than a transfer of a Membership Interest in accordance with Article IV or Article X) that terminates the continued membership of the Member in the Company, or Company of any Member;
(c) the entry of a decree of judicial dissolutiondissolution of the Company under (S) 18-802 of the Act; and
(d) the termination of this LLC Agreement.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent direction of the Member, Member or (b) the death, retirement, resignation, expulsion, entry of a decree of judicial dissolution under Section ▇▇-▇▇▇-▇▇▇ or -617 of the Act. The bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Operating Agreement (DGC Properties of Kentucky, LLC), Operating Agreement (Dolgen I, Inc.), Operating Agreement (Dolgen I, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the written consent election of the Member, Member to dissolve; and
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the an entry of a decree of judicial dissolutiondissolution of the Company.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Anvilire), Limited Liability Company Agreement (Anvilire), Limited Liability Company Agreement (Anvilire)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: (a) :
10.1.1 subject to Section 5.9.16, the written prior consent or approval of a majority of the Member, (b) Governing Board and the death, retirement, resignation, expulsion, bankruptcy prior consent or dissolution approval of a Majority in Interest of the Member Members to such dissolution and winding up;
10.1.2 the sale or the occurrence transfer of any other event which terminates the continued membership all or substantially all of the Member assets of the Company other than in the ordinary course of business and the cessation of the Company, or (c) the ’s business; or
10.1.3 entry of a decree of judicial dissolution.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Colt Defense Technical Services LLC), Limited Liability Company Agreement (Colt Finance Corp.), Limited Liability Company Agreement (Colt Defense LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (ai) the written consent sole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Member, Act. The death (b) or dissolution in the deathcase of a member that is not a natural person), retirement, insanity, resignation, expulsion, or bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: following events to occur:
(a) the written consent determination of the Member, ;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a judicial decree of judicial dissolutiondissolution of the Company pursuant to the Act; or
(c) if there are no Members.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Lighthouse Life Capital, LLC), Limited Liability Company Agreement (Lighthouse Life Capital, LLC), Limited Liability Company Agreement (Lighthouse Life Capital, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up and terminated upon the first to occur of the following: :
(a) the expiration of its term as set forth in Section 2.5; and
(b) the unanimous written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in Members to dissolve the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement, Operating Agreement (Lee Enterprises, Inc), Operating Agreement (Pulitzer Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up subsequently terminated upon the first to occur occurrence of the following: first of the following events:
(a) upon the written consent of Members’ Unanimous Consent in writing to dissolve the Member, Company; or
(b) the deathoccurrence of a Dissolution Event, retirement, resignation, expulsion, bankruptcy or dissolution of except that the Member or Company shall not be dissolved upon the occurrence of any other event which a Dissolution Event that terminates the continued membership of the a Member in the Company if, within 90 calendar days after the occurrence of such Dissolution Event, any remaining Members consent to the continuation of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Contribution Agreement (Energy Transfer Partners, L.P.), Contribution Agreement (Energy Transfer Equity, L.P.), Contribution Agreement (Oge Energy Corp.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution at any time that there are no members of the Member or Company, unless the occurrence of any other event which terminates the continued membership business of the Member Company is continued in accordance with the CompanyAct, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Kentucky Power Cost Recovery LLC), Limited Liability Company Agreement (SWEPCO Storm Recovery Funding LLC), Limited Liability Company Agreement (FDR Ireland LTD)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (cii) the entry of a decree of judicial dissolutionby a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.
Appears in 3 contracts
Sources: Company Agreement (ARAMARK FHC Kansas, Inc.), Company Agreement (ARAMARK FHC Kansas, Inc.), Company Agreement (ARAMARK FHC Kansas, Inc.)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of all of the Member, Members; (bii) the death, retirement, resignation, expulsionentry of a decree of judicial dissolution under Section 18-802 of the Act; (iii) the insolvency, bankruptcy or dissolution of all of the Member or Members; and (iv) the occurrence of any other event which terminates the continued membership of all of the Member Members in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 3 contracts
Sources: Operating Agreement (Nuwave Solutions, L.L.C.), Limited Liability Company Agreement (Nuwave Solutions, L.L.C.), Limited Liability Company Agreement (Nuwave Solutions, L.L.C.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or ; or
(cb) the entry agreement of a decree of judicial dissolutionthe Member to dissolve the Company.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Rykomusic, Inc.), Operating Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (Rykomusic, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of all of the MemberMembers, (bb ) the death, retirement, resignation, expulsion, bankruptcy expulsion or dissolution of the a Member or the occurrence of any other event which terminates the continued membership of the a Member in the Company, unless, within ninety days after the occurrence of such an event, the remaining Members agree in writing to continue the business of the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc)
Dissolution. A. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the following: following events:
(ai) the entry of a decree of judicial dissolution under the Act;
(ii) pursuant to Section 2.5 hereof;
(iii) by the written consent agreement of the Member, ; or
(biv) upon the death, retirement, resignation, expulsioncourt declaration of incompetence, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionMember.
Appears in 3 contracts
Sources: Operating Agreement (Glass Mountain Holding, LLC), Operating Agreement (Glass Mountain Holding, LLC), Operating Agreement (Glass Mountain Holding, LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or Member, (c) the occurrence of any other event which that terminates the continued membership of the Member in the Company, or (cd) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (ElderTrust Operating Limited Partnership)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur of the following: following events (which, unless the Members agree to continue the business, shall constitute Events of Dissolution):
(a) The expiration of the Term, unless the business of the Company is continued with the consent of a Majority in Interest of the Members; or
(b) The unanimous written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionMembers.
Appears in 3 contracts
Sources: Operating Agreement (Success Acquisition Corp), Operating Agreement (Success Acquisition Corp), Operating Agreement (Success Acquisition Corp)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the written consent any of the Memberfollowing events:
11.1.1 the unanimous written agreement of all Members to dissolve the Company;
11.1.2 the sale, (b) the death, retirement, resignation, expulsion, bankruptcy exchange or dissolution other transfer of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) Property; and
11.1.3 the entry of a decree of judicial dissolutiondissolution of the Company under Section 18-802 of the Act. The commencement of a bankruptcy by or against any Member shall not, in and of itself, result in the Dissolution of the Company or in the cessation of the Member being a member in the Company. The withdrawal or resignation of a Member or the Dissolution of a Member shall not, by itself, constitute a Dissolution of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (VictoryBase Corp), Limited Liability Company Agreement (VictoryBase Corp)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) upon the written consent or approval of the MemberManager, (b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyMember, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (Elite Data Services, Inc.), Operating Agreement (Elite Data Services, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of all the Membermembers of the Company, (bii) the death, retirement, resignation, expulsion, bankruptcy or dissolution of all the Member members of the Company or the occurrence of any other event which terminates the continued membership of all the Member members in the Company, Company or (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (TC3 Health, Inc.), Limited Liability Company Agreement (TC3 Health, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: :
(a) the The written consent of all of the Member, Members;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution The sale of all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in the Company, or ;
(c) the entry The Company being adjudicated insolvent or bankrupt; or
(d) Entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Cornerstone Core Properties REIT, Inc.), Operating Agreement (Cornerstone Healthcare Plus Reit, Inc.)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act. 8.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc)
Dissolution. The Company shall dissolve, will be dissolved and have its affairs shall be wound up and terminated upon the determination of the Members to dissolve the Company, or upon the occurrence of the first to occur of the following: (ai) the written consent of the Member, (bii) the death, retirement, resignation, expulsion, bankruptcy death or dissolution permanent disability of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyMember, or (ciii) the entry of judicial dissolution under Section 17-76, 117 of the Act or (iv) any other event causing a decree dissolution of judicial dissolutionthe Company under Section 17-76, 116 of the Act.
Appears in 2 contracts
Sources: Operating Agreement (Rto Holdings Inc), Operating Agreement (Rto Holdings Inc)
Dissolution. The Company shall dissolve, and its affairs shall be ----------- wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Nexstar Broadcasting of the Wichita Falls LLC), Limited Liability Company Agreement (Avalon Cable Finance Inc)
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, (b) the death, retirement, resignation, expulsion, dissolution or bankruptcy or dissolution of the Member or the occurrence (c) an event of any other event which terminates the continued membership dissolution of the Member in Company under the Act. Upon the dissolution of the Company, the Company shall engage in no further business activities, but shall limit its activities to those necessary or (c) the entry of a decree of judicial dissolutionadvisable to wind up its business and to liquidate and distribute its assets.
Appears in 2 contracts
Sources: Purchase Agreement (Chefford Master Manufacturing Co Inc), Limited Liability Company Agreement (Chefford Master Manufacturing Co Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Sole Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution at any time that there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, unless the Company is continued pursuant to the Act; or (c) the entry occurrence of an event causing a decree dissolution of judicial dissolutionthe Company under Section 18-801 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Ahny-Iv LLC), Limited Liability Company Agreement (Ahny-Iv LLC)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first -------------------- to occur of the following: :
(a1) the written consent of the Member, Members;
(b2) the entry of a decree of judicial dissolution under Section 44 of the Act; or
(3) The consolidation or merger of the Company in which it is not the resulting or surviving entity.
(4) of the Act, the death, insanity, retirement, resignation, expulsion, bankruptcy or dissolution of the a Member or the occurrence of any other event which terminates the continued membership shall not result in dissolution of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of term stated in the Member, Certificate expires or (b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution affirmative decision of the Member or to liquidate and/or dissolve the occurrence Company. During the period of any other event which terminates the continued membership winding up of the affairs of the Company, the rights and obligations of the Member in the Company, or (c) the entry of a decree of judicial dissolutionunder this Agreement shall continue.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (T. Rowe Price OHA Private Credit Fund), Limited Liability Company Agreement (Kayne Anderson BDC, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (a) the written consent of the Memberall Members, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution, or (c) the death, withdrawal, expulsion, bankruptcy or dissolution of any Member (unless, within 60 days after such event, (i) the Company has at least two Members, and (ii) the Majority Interest elects in writing to reconstitute and continue the business of the Company).
Appears in 2 contracts
Sources: Operating Agreement (Texas Lessor - Stonegate Limited, Inc.), Operating Agreement (Texas Lessor - Stonegate Limited, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (a) the written consent of the Memberall Members, (b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company's assets, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Operating Agreement (Texas Lessor - Stonegate Limited, Inc.), Operating Agreement (Texas Lessor - Stonegate Limited, Inc.)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (ai) the written consent termination of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company, Company unless the Company is continued without dissolution in a manner permitted by this Agreement or (c) the entry of a decree of judicial dissolution.Act or
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the MemberMembers and the Manager, (bii) the death, retirement, resignation, expulsiondisability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or and (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Kenon Holdings Ltd.), Limited Liability Company Agreement (Kenon Holdings Ltd.)
Dissolution. The Company shall dissolve, and its affairs shall will be wound up dissolved upon the first to occur of the followingfollowing events: (a) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy sale or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member in Company other than to the Company, or members of the Member; (c) the withdrawal or elimination, at any time, of the last Member so that there are no Members; (d) the entry of a decree of judicial dissolutiondissolution against the Company under the Act; or (e) the expiration of the term described in paragraph 2.5.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Henry Bros. Electronics, Inc. / VA), Limited Liability Company Agreement (Henry Bros. Electronics, Inc. / VA)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution death of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company, Company or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (CEDC Finance Corp LLC), Limited Liability Company Agreement (Marvel Entertainment, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent election of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the CompanyCompany under the Act, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (ET Wayne Finance, L.L.C.), Operating Agreement (ElderTrust Operating Limited Partnership)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent sale, exchange or other disposition of all or substantially all of the Member, Company’s assets; (b) the death, retirement, resignation, expulsion, election of the Managing Member; or (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionManaging Member.
Appears in 2 contracts
Sources: Merger Agreement (Cogdell Spencer Inc.), Merger Agreement (Cogdell Spencer Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Earthstone Energy Inc), Limited Liability Company Agreement (Earthstone Energy Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur occurrence of any of the following: following events:
(a) the by written consent notice of the Member, ;
(b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Company other than by transfer of all of the Member’s Interest to another Person; or
(c) the entry of a decree of judicial dissolutiondissolution under Section 13.1-1047 of the Act.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement (Gym-Card, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, Member or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC), Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)
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 MemberBoard of Managers, (b) approval of the deathdissolution by the Member, retirement, resignation, expulsion, (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, Company or (cd) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Kindred Healthcare, Inc), Limited Liability Company Agreement (Kindred Healthcare, Inc)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignationexpulsion, expulsioninsolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyCompany provided that the Company shall not be dissolved if, within 90 days after any such event, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Celanese Americas CORP), Limited Liability Company Agreement (Crystal US Holdings 3 L.L.C.)
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, (b) the bankruptcy, death, retirement, resignationdissolution, expulsion, bankruptcy incapacity or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Operating Agreement (Tops Markets Ii Corp), Operating Agreement (Tops PT, LLC)
Dissolution. The Company shall dissolve, may be dissolved and its affairs shall be wound up upon the first to occur any of the following:
(a) the written consent of the Member, ; Operating Agreement
(b) the death, retirement, resignation, expulsion, resignation or bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Member; or
(c) the an entry of a decree of judicial dissolutiondissolution under Section 53-19-40 of the Act.
Appears in 2 contracts
Sources: Operating Agreement (LGI Leasing, LLC), Operating Agreement (LGI Leasing, LLC)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(ai) the written consent Occurrence of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or an event with respect to a Member causing a dissolution of the Member or the occurrence of any other event which terminates the continued membership Company under Section 18-801 of the Member in the Company, or Act;
(cii) the entry death or bankruptcy of a decree Member; or
(iii) the resignation of judicial dissolution.the Member(s)pursuant to Section 9 of this Agreement
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Travelport Holdings, LLC /DE/), Limited Liability Company Operating Agreement (Travelport Holdings, LLC /DE/)
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 Managing Member, (b) the death, retirement, resignation, expulsion, disability or bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, (c) the sale of substantially all of the Property to an unaffiliated third party or other liquidation of substantially all of the assets of the Company, or (cd) the entry of a decree of judicial dissolutiondissolution under the Laws.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc), Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Dissolution. The Company shall dissolve, and its affairs shall be wound up dissolve upon the first to occur of the following: (a) the Member's written consent of the Memberconsent, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution disposition of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company's assets, or (c) the entry of a decree of judicial dissolution. Thereupon, the Managers shall conclude the Company's affairs. The Company's assets may be liquidated or transferred in kind, as determined by the Member and any Manager. The Company's assets shall first be applied to retire Company debt, and then shall be distributed per Section 13.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Majestic Star Casino LLC), Limited Liability Company Agreement (Majestic Investor Capital Corp)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: following events:
(a) the written consent of the Member, ;
(b) the entry of a decree of judicial dissolution under Section 802 of the Act; and
(c) the death, retirementinsanity, resignationbankruptcy, expulsion, bankruptcy withdrawal or dissolution resignation of the Member or the occurrence of any other event which that terminates the continued membership of the Member in of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Dissolution. The Company shall dissolve, will dissolve and its affairs shall business will be wound up upon the first to occur of the following: (a) the written consent of the Member, ; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, ; or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Erie Logistics LLC), Limited Liability Company Agreement (Erie Logistics LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up (unless the Sole Member or, if at such time there shall be additional Members, all of the Members, agree to continue the business), upon the first to occur of the following: :
(a) the written The unanimous consent of all the Member, Members to dissolve this Company; or
(b) the deathThe assignment, retirementsale, resignationtransfer, expulsionor other disposition, bankruptcy or dissolution (including dispositions by operation of law) of all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution’s assets.
Appears in 2 contracts
Sources: Operating Agreement (MedAssets Ventures, LLC), Operating Agreement (MedAssets Ventures, LLC)
Dissolution. (a) The Company shall dissolve, will be dissolved and its affairs shall be wound up upon the first to occur of the following: following events:
(ai) upon the written consent will of the Member, ;
(bii) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) by the entry of a decree therefore in a Proceeding or otherwise as provided by the Act.
(b) An event of judicial withdrawal does not cause a dissolution, and the Company will automatically continue.
Appears in 2 contracts
Sources: Operating Agreement (Launch Pad LLC), Operating Agreement (Launch Pad LLC)
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 MemberMembers, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of any of the Member Members or the occurrence of any other event which terminates the continued membership of any of the Member Members in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Phosphate Resource Partners Limited Partnership), Limited Liability Company Agreement (Imc Usa Holdings Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: either (a) upon the written consent retirement or withdrawal of the only remaining Member of the Company (other than in connection with an assignment of its interest in the Company), or (b) at the election of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Oak Ridger LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the affirmative vote or written consent of the Member, Members who own more than two-thirds of the then-current percentage or other interest in the profits of the Company owned by all the Members; or
(b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member or the occurrence of any other event which terminates the continued membership shall not cause a dissolution of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Agreement (NMC Group, Inc.)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (a) the written consent direction of the Member, Member or (b) the death, retirement, resignation, expulsion, entry of a decree of judicial dissolution under Section 18-802 of the Act. The bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in shall not cause a dissolution of the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Operating Agreement (DG Retail, LLC)
Dissolution. The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: following events:
(a) the written consent of the MemberMember and approval of the Board, including at least one of the Sotherly Directors;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution of the Company under the Act; or
(c) the termination or expiration of all Management Agreements between the Company and Sotherly or an affiliate of Sotherly.
Appears in 1 contract
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent sale, exchange or other disposition of all or substantially all of the Member, Company’s assets; (b) at any time there is no member of the deathCompany, retirement, resignation, expulsion, unless the Company is continued in accordance with the LLC Act; or (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionMember.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Silicon Valley Access Fund LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the CompanyMember(s), or (cb) the entry of a decree of judicial dissolution. Otherwise, the Company’s term shall be perpetual.
Appears in 1 contract
Sources: Operating Agreement (Melodie Corp)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur occurrence of any of the following: :
(a) At the written time (if any) specified in the Social Contract;
(b) Upon the happening of any events specified in the Social Contract which cause dissolution;
(c) By the consent of the Member, Members; or
(bd) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) Upon the entry of a decree of judicial dissolution.
Appears in 1 contract
Dissolution. The Except as set forth in Section 11(b), the Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the Ordinary Member, (bii) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Ordinary Member or the occurrence of any other event which terminates the continued membership of the Ordinary Member in the Company, or (ciii) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
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 Memberat any time, as determined by ▇▇▇▇, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of a Member unless the Member or business of the Company is continued by consent of the remaining Members within 90 days following the occurrence of any other event which terminates the continued membership of the Member in the Companysuch event, or (c) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Vistancia Marketing, LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (a) December 31, 2095, (b) the written consent of the MemberMembers, (bc) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the a Member or the occurrence of any other event which terminates the continued membership of the a Member in the Company, or (cd) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Global Decisions Group LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (a) the written consent of the Managing Member, ; or (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of a the Managing Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Amylin Pharmaceuticals Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur of the following: following events (which, unless the Member executes a writing to continue the business, shall constitute dissolution events);
(a) the written consent of the Member, ; or
(b) upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionMember.
Appears in 1 contract
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur occur, of the following: following events:
(a) the written consent The Dissociation of the Sole Member, other than a Dissociation due to death of the Sole Member;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the Upon entry of a decree of judicial dissolution. Upon the occurrence of any Event of Dissolution, a certificate of dissolution containing the information required by the Act shall be delivered to the Secretary of State for filing.
Appears in 1 contract
Sources: Operating Agreement
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the The written consent of a the Member, Governing Board;
(b) the death, retirement, resignation, expulsion, bankruptcy The sale or dissolution transfer of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership assets of the Member Company other than in the ordinary course of business and the cessation of the Company, or ’s business; or
(c) the entry Entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Colt Defense Technical Services LLC)
Dissolution. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: :
(a) the written consent The end of the Member, term of the Company as provided in Section 4;
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the any Member or the occurrence of any other event which terminates the continued membership of the any Member in the Company, or ;
(c) The written Agreement of the Member to dissolve the Company; or
(d) The entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act.
Appears in 1 contract
Sources: Limited Liability Company Agreement (DR Land Holdings LLC)
Dissolution. The Company shall dissolve, and its affairs shall ----------- be wound up upon the first to occur of the following: following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Avalon Cable Finance Inc)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon on the first to occur of the following: :
(a) the unanimous written consent of the Member, Board to dissolve the Company; or
(b) the entry of a decree of judicial dissolution of the Company under Section 86.495 of the Act; The death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member a Member, or the occurrence of any other event which that terminates the continued membership of the a Member in the Company, or (c) shall not cause a dissolution of the entry of a decree of judicial dissolutionCompany.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Edison Nation, Inc.)
Dissolution. The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur occurrence of any of the following: :
(a) upon the written consent will of the Member, ,
(b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or Member,
(c) at any time the Company has no members,
(d) December 31, 2025, or
(e) the entry of a decree of judicial dissolutiondissolution under the Act.
Appears in 1 contract
Dissolution. The Company shall dissolve, will be dissolved and its affairs shall be wound up upon the first to occur of the following: (following events:
a) the The written consent of the Member, (;
b) the The entry of a decree of judicial dissolution; and
c) The death, retirementinsanity, resignationbankruptcy, expulsion, bankruptcy withdrawal or dissolution resignation of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution.
Appears in 1 contract
Sources: Operating Agreement
Dissolution. The Company shall dissolvewill be dissolved, its assets disposed of and its affairs shall be wound up upon the first to occur any of the following: :
(a) the written consent final Distribution of the Member, net assets of the Company to the Members; or
(b) the death, retirement, resignation, expulsion, bankruptcy or entry of a judicial decree of dissolution of the Member or Company pursuant to the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolutionAct.
Appears in 1 contract
Sources: Individual Series Limited Liability Company Agreement (Freeport Holdings Series LLC)
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, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company, or (c) the entry of a decree an order of judicial dissolution.dissolution under Section 18-802 of the Act
Appears in 1 contract
Sources: Limited Liability Company Agreement (Entercom Springfield, LLC)
Dissolution. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (ai) the written consent of the MemberBoard and a majority-in-interest of the Members, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (cii) the entry of a decree of judicial dissolutiondissolution under Article ▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇ (▇▇▇) at any time there are no members of the Company, unless the Company is continued in accordance with the Act and this Agreement.
Appears in 1 contract