Events of Dissolution or Liquidation Sample Clauses
The 'Events of Dissolution or Liquidation' clause defines the specific circumstances under which a company or partnership must be dissolved or its assets liquidated. This clause typically outlines triggering events such as bankruptcy, unanimous agreement of the partners, expiration of a predetermined term, or the occurrence of certain legal or financial conditions. By clearly specifying these events, the clause provides a structured process for winding up the entity’s affairs and distributing assets, thereby ensuring predictability and minimizing disputes among stakeholders during the dissolution or liquidation process.
Events of Dissolution or Liquidation. The Company shall be dissolved and its affairs wound up upon the happening of either of the following events: (a) the written determination of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events:
(a) The failure of the successor-in-interest to the last remaining Member to continue the Company in accordance with the provisions of Section 14.01 hereof after the termination of such Member’s membership;
(b) The sale, exchange, or other disposition or transfer of all or substantially all of the assets of the Company;
(c) Upon the unanimous consent of the Members; or
(d) Subject to any provision of this Agreement that limits or prevents dissolution, the happening of any event that, under the Act caused the dissolution of a limited liability company.
Events of Dissolution or Liquidation. The LLC shall be dissolved upon the happening of any of the following events:
(i) the Requisite Consent of Common Members, and the consent of a Majority in Interest of Preferred Members as provided in Section 5(b)(v) of the Statement of Designations; or
(ii) the entry of a decree of judicial dissolution under the Act. Following any of the foregoing events, the Board of Managers shall proceed diligently to liquidate the assets of the LLC in a manner consistent with commercially reasonable business practices.
Events of Dissolution or Liquidation. 13 8.3 Liquidation........................................................13 8.4
Events of Dissolution or Liquidation. The Partnership shall be dissolved (i) upon the consent of the General Partner and the SKM Limited Partners, TCP Limited Partners and ▇▇▇▇▇▇ Limited Partners holding at least eighty percent (80%) of the Units owned in the aggregate by such Limited Partners, which consent shall be in lieu of any vote otherwise required or permitted under the Act for dissolution or (ii) the occurrence of any event that is required to cause the dissolution of the Partnership under the Act or any other Laws.
Events of Dissolution or Liquidation. The LLC shall be dissolved upon the first to occur of the following (each, an “Event of Dissolution”): (i) the Consent of the Board of Managers (and the consent of Old Mutual Intermediary in accordance with Section 3(j) hereof); (ii) the dissolution, termination, winding-up or bankruptcy of OM(US)H with the consent of Old Mutual plc; (iii) the withdrawal, or other inability to act as a member of the LLC, of Old Mutual Intermediary (provided, however, that the Transfer of Old Mutual Intermediary’s LLC Interests to an Old Mutual Transferee, as set forth in Section 8(a) shall not cause an Event of Dissolution), (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act and (v) the termination of the legal existence of the last remaining member of the LLC or the occurrence of any other event that terminates the continued membership of the last remaining member of the LLC unless the LLC is continued without dissolution in a manner permitted by this Agreement or the Act. Upon the occurrence of any event that causes the last remaining Member of the LLC to cease to be a Member of the LLC, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the LLC, agree in writing (i) to continue the LLC and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the LLC, effective as of the occurrence of the event that terminated the continued membership of such Member in the LLC. Following an Event of Dissolution, the Board of Managers shall proceed diligently to liquidate the assets of the LLC in a manner consistent with commercially reasonable business practices. Neither the termination of the Equity Plan nor a Change in Control of the LLC (as defined in the Equity Plan as a “Change in Control of the Company”) shall constitute an Event of Dissolution. Except as provided in this Section 13(b), the death, retirement, resignation, removal, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the LLC (including the bankruptcy of such Member) shall not in and of itself cause a dissolution of the LLC to occur (and the LLC, without such Member, shall continue), unless there are no remaining Members of the LLC.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the first to occur of the following events, but not upon any other event: (a) December 31, 2024 unless such date is extended pursuant to Section 2.4, (b) the written determination of the holders of a majority of each of the Class A Units and Class B Units, (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (d) the disposition of all of the Company's assets.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events: (a) a Regulatory Dissolution Election unless the Special Purchase Right is exercised, (b)December 31, 2096 unless such date is extended pursuant to Section 2.4, (c) the unanimous written determination of the Members, (d) the withdrawal, bankruptcy or dissolution of any Member, unless there are at least two remaining Members and the business of the Company is continued by the consent of remaining Members holding Interests that together represent more than a 50% Percentage Interest within 90 days following the occurrence of any such event, or (e) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events: (a) the determination of the Company Manager, (b) the sale or other disposition of all of the Company’s and each Series’ assets and receipt of the final payment of all installment obligations received as a result of such sale or other disposition, (c) upon the termination of all Series pursuant to the next sentence, (d) upon the affirmative vote or other written consent of all holders of Class A Units or (e) the entry of a decree of judicial dissolution under Section 18-802 of the Act. A Series shall be dissolved upon the happening of any of the following events: (a) the affirmative vote or written consent of all Members of such Series at any time to terminate and dissolve such Series, (b) the determination of the Series Manager, (c) the dissolution of the Company pursuant to the previous sentence, (d) the sale or disposition of all of such Series’ assets and receipt of the final payment of all installment obligations received as a result of such sale or other disposition or (e) the occurrence of any other event that causes the termination of such Series under the Act.
Events of Dissolution or Liquidation. The Company shall be dissolved and its affairs wound up upon the written determination of the Member.