Events Causing Dissolution of the Company Sample Clauses
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Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve, or the admission or substitution of a new Member, the Company shall not be dissolved but its business shall continue without interruption or break in continuity. Upon the bankruptcy, retirement, resignation, expulsion or other cessation to serve of any Member, the other Member shall continue to serve as a Member of the Company in accordance with the provisions of this Agreement. The Company shall be dissolved upon the first to occur of: (a) the expiration of the term of the Company, unless such term has been extended by the unanimous agreement of the Members; (b) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of its distributive share of any and all cash proceeds delivered therefrom; or (c) the affirmative election of the Management Committee to dissolve the Company. Except as may be permitted in accordance with this Section 8.01 or other terms of this Agreement, no Member shall have the right to, and each Member hereby agrees that it shall not, seek to dissolve or cause the dissolution of the Company or seek to cause a partial or whole distribution or sale of Company assets whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Company and the remaining Members.
Events Causing Dissolution of the Company. The Company shall be dissolved upon the first to occur of (a) the expiration of the term of the Company; or (b) the affirmative election of the Manager to dissolve the Company. Neither a Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve, nor a technical termination of the Company under Section 708(b)(1)(B) of the Code, shall cause a dissolution of the Company and, notwithstanding such event, the Company’s business shall continue without interruption or break in continuity (subject to Section 708(b)(1)(B) of the Code if applicable). Except as may be permitted in accordance with this Section, no Member shall have the right to, and each Member hereby agrees that it shall not, seek to dissolve or cause the dissolution of the Company or seek to cause a partial or whole distribution or sale of Company assets, whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale not in accordance with this Section would cause a substantial hardship to the Company and the remaining Member. Any attempted dissolution or distribution not in accordance with this Section shall be null and void ab initio and of no force or effect and, in addition to the other rights and remedies at law and in equity, the other Member shall be entitled to injunctive relief enjoining the prohibited action. The Members expressly agree that damages at law would be an inadequate remedy for a breach or threatened breach of this Section.
Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve or the admission of any new member into the Company, the Company shall not dissolve, but the business of the Company shall continue without interruption and without any break in continuity. The Company shall be dissolved and its affairs wound up upon the first to occur of: (i) the expiration of the term of the Company unless such term has been extended by the Members; (ii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all Net Cash derived therefrom; (iii) the agreement of the Members to dissolve the Company; or (iv) the entry of a decree of judicial dissolution pursuant to the Act.
Events Causing Dissolution of the Company. Upon any Member's bankruptcy, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. However, the Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events:
Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve, or the admission or substitution of a new Member, the Company shall not be dissolved but its business shall continue without interruption or break in continuity. Upon the bankruptcy, retirement, resignation, expulsion or other cessation to serve of any Member, the other Member shall continue to serve as a Member of the Company in accordance with the provisions of this Agreement. The Company shall be dissolved upon the first to occur of: (a) the expiration of the term of the Company, unless such term has been extended by the unanimous agreement of the Members; (b) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of its distributive share of any and all cash proceeds delivered therefrom; or (c) the affirmative election of the Management Committee to dissolve the
Events Causing Dissolution of the Company. The first to occur of the following events shall cause a dissolution of the Company:
(a) the unanimous consent of the Members to the dissolution of the Company;
(b) the sale or exchange of all or substantially all of the Company Property; or
(c) the failure of the Company to obtain within six (6) months after the date of this Agreement a binding commitment from a third-party lender for the Facility loan referred to in Section 3.2, unless a Majority in Interest of the Members shall elect in its or their sole discretion (by a signed instrument in writing) to extend such 6-month period for a specified additional period of time, or to continue the Company notwithstanding the failure to obtain such financing commitment. The Company shall continue in existence notwithstanding, and shall not be dissolved by, the termination of any Member’s membership in the Company, so long as there remains another Member of the Company.
Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new Member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. However, the Company shall be dissolved and its affairs wound up upon the first to occur of: (i) the expiration of the term of the Company, unless such term has been extended by the unanimous agreement of the Members; (ii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all Cash Flow derived therefrom; (iii) the affirmative election of the Members to dissolve the Company; or (iv) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Delaware Act. Each Member hereby waives to the maximum extent allowed by law the right to unilaterally seek to dissolve or cause the dissolution of the Company or to unilaterally seek to cause a partial or whole distribution or sale of Company assets whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Company and the remaining Member.
Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. The Company shall be dissolved upon the first to occur of: (i) the sale, transfer or other disposition by the Campus Subsidiary of all or substantially all of its assets and the collection by the Campus Subsidiary of any and all consideration derived therefrom; (ii) the sale, transfer or other disposition by the Member Subsidiary of all or substantially all of its assets and the collection by the Member Subsidiary of any and all consideration derived therefrom; (iii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all consideration derived therefrom; (iv) the affirmative election of the Members to dissolve the Company; or (v) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Delaware Act. Except as permitted under this Agreement, to the maximum except allowed by law, no Member shall have the right to, and each Member hereby agrees that such Member shall not, seek to dissolve or cause the dissolution of the Company whether by court action or otherwise, it being agreed that any actual or attempted dissolution, would cause a substantial hardship to the Company and the other Members.