Events of Dissolution Clause Samples
The 'Events of Dissolution' clause defines the specific circumstances under which a business entity, such as a partnership or limited liability company, will be legally dissolved. This clause typically outlines triggers such as the death or withdrawal of a partner, bankruptcy, expiration of a predetermined term, or a unanimous decision by the members. By clearly listing these events, the clause provides certainty about when the entity will cease to exist and initiates the process for winding up its affairs, thereby preventing disputes and ensuring an orderly conclusion to the business relationship.
POPULAR SAMPLE Copied 3 times
Events of Dissolution. The Company shall be dissolved upon the earliest to occur of the following:
(a) the death, bankruptcy, incapacity or dissolution of any Member, or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement), unless the business of the Company is continued by the vote or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following the occurrence of any such event;
(b) the Members unanimously elect to dissolve the Company; or
(c) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.
Events of Dissolution. The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events:
(a) By determination of the Board by Supermajority Board Vote.
(b) The sale, exchange, involuntary conversion, or other disposition or Transfer of all or substantially all the assets of the Company; or
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following events:
(i) The adoption by a majority of the Managers then in office of a resolution declaring the advisability of the dissolution and termination of the Company, followed by the approval of such resolution by the Majority Interest;
(ii) The authorization of the dissolution and termination of the Company by written consent of all of the Members; and
(iii) Judicial dissolution pursuant to the Act.
Events of Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the election of the Member, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Events of Dissolution. The Company will dissolve upon the first to occur of:
(1) the effectiveness of a determination by the Member that such dissolution shall occur;
(2) any event that makes the Company ineligible to conduct its activities as a limited liability company under the Act; or
(3) any event or circumstance that makes it unlawful or impossible for the Company to carry on its business.
Events of Dissolution. The Company shall only be dissolved at such time as the Member determines to dissolve the Company.
Events of Dissolution. The Company shall be dissolved upon the first to occur of the following:
(a) the written consent of the Member to dissolve the Company, but only on the effective date of dissolution specified by the Member in such writing at the time of such approval;
(b) entry of a decree of judicial dissolution under the LLC Act; or
(c) any other event that causes a dissolution of the Company because the LLC Act mandates dissolution upon the occurrence of such other event.
Events of Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Code or (ii) the entry of a decree of judicial dissolution under the Code.
(b) Except to the extent set forth in Section 4.1(a) of this Agreement, the occurrence of any event that terminates the continued membership of a Member in the Company shall not cause the dissolution of the Company, and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Code.
Events of Dissolution. Notwithstanding any provision of the Act to the contrary, the Company shall only be dissolved within sixty (60) days after the occurrence of any of the following events (each an “Event of Dissolution”), unless within said sixty (60) day period the Sole Member agrees in writing to continue the Company:
(a) the written agreement to dissolve the Company of the Sole Member;
(b) when the Company is declared bankrupt;
(c) the sale or other disposition of all or substantially all the assets of the Company; or
(d) the entry of a decree of judicial dissolution of the Company.