Common use of Events of Dissolution Clause in Contracts

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.

Appears in 29 contracts

Sources: Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events:events (each, an "Event of Dissolution"): (ia) 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;Member votes for dissolution; or (iib) The authorization of the A judicial dissolution and termination of the Company by written consent under Section 18-802 of all of the Members; and (iii) Judicial dissolution pursuant to the Act.

Appears in 13 contracts

Sources: Limited Liability Company Agreement (Huntsman Polymers Corp), Limited Liability Company Agreement (Huntsman Polymers Corp), Limited Liability Company Agreement (Huntsman Texas Holdings LLC)

Events of Dissolution. The Except as otherwise provided in this Agreement, the Company shall be dissolved and terminated its affairs shall be wound up upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority Upon the election of the Managers then in office Member to dissolve the Company. (b) Upon the sale or other disposition of a resolution declaring the advisability all or substantially all of the dissolution assets and termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution and termination properties of the Company by written consent of all and distribution to the Member of the Members; and (iii) Judicial dissolution pursuant to proceeds of the Actsale or other disposition.

Appears in 12 contracts

Sources: Limited Liability Company Agreement (Vistancia Marketing, LLC), Operating Agreement (Vistancia Marketing, LLC), Operating Agreement (Vistancia Marketing, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events: (ia) 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 MembersMember; andor (iiib) Judicial The entry of a decree of judicial dissolution pursuant to under Section 18-802 of the Act.

Appears in 11 contracts

Sources: Limited Liability Company Agreement (Alliant Techsystems Inc), Limited Liability Company Agreement (Alliant Techsystems Inc), Limited Liability Company Agreement (Alliant Techsystems Inc)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence 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 events and termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution its business and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution affairs shall thereafter be liquidated and wound up pursuant to the Act: (a) upon the approval of the Board of Directors or a Majority of the Members; (b) upon the issuance of a final and nonappealable judicial decree of dissolution; or (c) as otherwise required by the Act, except that the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not result in dissolution of the Company.

Appears in 7 contracts

Sources: Limited Liability Company Agreement (General Motors Co), Limited Liability Company Agreement (General Motors Co), Limited Liability Company Agreement (General Motors Co)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following events: (ia) The adoption by when the period fixed for its duration in Section 2.4 has expired; (b) upon the written agreement of Members owning 75% or more of the Units; or (c) upon the death, insanity, bankruptcy, retirement, resignation,or expulsion of any Member, unless remaining Members owning a majority of the Managers then in office of a resolution declaring Units owned by remaining Members elect to continue 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 business of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the Actterms of this Agreement within 120 days after the occurrence of such event.

Appears in 5 contracts

Sources: Operating Agreement (Aldila Inc), Operating Agreement (Synergy Brands Inc), Operating Agreement (Miller Lloyd I Iii)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following eventsfollowing: (ia) The adoption by a majority upon the unanimous written agreement 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 InterestMembers; (iib) The authorization of the dissolution and termination of the Company by written consent of all of the Membersupon an event otherwise set forth in this Agreement; andor (iiic) Judicial dissolution pursuant to as otherwise provided by the Act.

Appears in 4 contracts

Sources: Limited Liability Company Operating Agreement (Strathmore Minerals Corp.), Limited Liability Company Operating Agreement (American Uranium Corp), Limited Liability Company Operating Agreement (Strathmore Minerals Corp.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first earliest to occur of any of the following eventsfollowing: (ia) The adoption by a majority the written consent 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 InterestMember; (iib) The authorization the entry of a decree of judicial dissolution under Section 18-802 of the dissolution and termination of the Company by written consent of all of the MembersAct; andor (iiic) Judicial dissolution pursuant to the Actat any time when there is no Member.

Appears in 4 contracts

Sources: Operating Agreement (LNT Leasing II, LLC), Operating Agreement (LNT Leasing II, LLC), Operating Agreement (LNT Leasing II, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events: (ia) The adoption by a majority written consent 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 InterestMember; (iib) The authorization entry of the a decree of judicial dissolution and termination under § 18-802 of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the Act.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Curative Health Services Inc), Limited Liability Company Agreement (Apex Therapeutic Care, Inc.), Limited Liability Company Agreement (Curative Health Services Inc)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following events: (ia) The adoption by a majority unanimous decision of the Managers then in office Manager and Members; or (b) the disposition by sale, foreclosure, or condemnation of a resolution declaring the advisability of the dissolution and termination substantially all of the Company, followed by ’s assets other than cash. The Members hereby agree that the approval Company shall not dissolve prior to the occurrence of such resolution by the Majority Interest; (ii) The authorization an event of the dissolution described in this Section 10.1 and termination that no Member shall seek a dissolution of the Company by written consent under Section ▇▇-▇▇-▇▇▇ of all of the Members; and (iii) Judicial dissolution pursuant to the Act.

Appears in 3 contracts

Sources: Operating Agreement (GreenSky, Inc.), Operating Agreement (GreenSky, Inc.), Operating Agreement (GreenSky, Inc.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events: (ia) 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 MembersMember; andor (iiib) Judicial The entry of a decree of judicial dissolution pursuant to under § 18-802 of the Act.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (ATK Space Systems Inc.), Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC), Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of (a) 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 Members and (iiib) Judicial the entry of a decree of judicial dissolution pursuant to under the Act.

Appears in 2 contracts

Sources: Operating Agreement (BFC Financial Corp), Operating Agreement (BBX Capital Corp)

Events of Dissolution. The Company shall be dissolved and terminated its affairs shall be wound up upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the unanimous written consent of the Managers then in office of a resolution declaring the advisability of the dissolution Members to dissolve and termination of terminate the Company, followed by the approval of such resolution by the Majority Interest; (iib) The authorization the entry of a decree of judicial dissolution under Section 18-802 of the dissolution and termination Act; (c) the occurrence of the Termination Date; or (d) at any time there are no members of the Company by written consent of all unless the business of the Members; and (iii) Judicial dissolution pursuant to Company is continued in accordance with the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Marriott International Inc /Md/), Limited Liability Company Agreement (Marriott International Inc /Md/)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first earliest to occur of any of the following eventsevents of dissolution: (ia) The adoption by a majority dissolution or bankruptcy 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 InterestMembers; (iib) The authorization entry of a decree of judicial dissolution under Section 18-802 of the dissolution and termination of the Company by written consent of all of the MembersAct; and (iiic) Judicial dissolution pursuant to The consent of the ActMembers.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Bki Asset Management Corp), Limited Liability Company Agreement (Bki Asset Management Corp)

Events of Dissolution. The Company shall will be dissolved and terminated upon the happening of the first to occur of any of the following events: : (ia) The adoption by the entry of a majority decree of judicial dissolution under Section 18-802 of the Managers then in office of a resolution declaring Act, (b) the advisability majority vote of the dissolution Board of Managers in accordance with Section 7.2 and the consent of Waterton or (c) the termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization legal existence of the dissolution and termination last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member unless the business of the Company is continued in a manner permitted by written consent of all of the Members; and (iii) Judicial dissolution pursuant to this Agreement and the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Gryphon Gold Corp)

Events of Dissolution. The Company shall be dissolved at such time as the Member approves, in writing, the termination and terminated upon the happening dissolution of the first to occur of any of Company. Without limiting the following events: foregoing, neither (i) The adoption by a majority the death, disability or bankruptcy of the Managers then Member nor (ii) the transfer of an interest in office of a resolution declaring the advisability Company shall cause the dissolution of the Company. Upon 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 business of the Company shall continue to be governed by written consent of all this Agreement until the winding up of the Members; and (iii) Judicial dissolution pursuant to the ActCompany occurs.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Wellman Inc), Limited Liability Company Agreement (Wellman Inc)

Events of Dissolution. The Company shall dissolve and its affairs shall be dissolved and terminated upon the happening of wound up on the first to occur of any of the following events:events (each, an “Event of Dissolution”): (ia) The adoption by a majority written consent of the Managers then in office Sole Member; or (b) The entry of a resolution declaring the advisability decree of judicial dissolution of the Company under the Act; or (c) The expiration of two years after the effective date of involuntary dissolution and termination of the Company pursuant to the Act (for failure to file required reports or to pay any taxes due) without reinstatement 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.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Safeway Stores 42, Inc.), Limited Liability Company Agreement (Safeway Stores 42, Inc.)

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any the following: (a) the time fixed in the Articles as the expiration 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 term of the Company, followed by ; (b) 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 MembersMembers in writing; and (iiic) Judicial dissolution pursuant any event which makes it unlawful or impossible to carry on the ActCompany’s business; (d) the consent of a supermajority of Members having voting authority in writing; or (e) at such time as there is no longer at least one Member of the Company.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Events of Dissolution. The Company shall be dissolved dissolved, and terminated its affairs shall be wound up, upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the date that the Member consents to its dissolution; (b) the sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all of the Managers then in office of a resolution declaring the advisability of the dissolution and termination assets of the Company, followed by the approval of such resolution by the Majority Interest;; or (iic) The authorization the dissolution, bankruptcy or withdrawal of the dissolution and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the ActMember.

Appears in 2 contracts

Sources: Development Loan Agreement (Nevada Geothermal Power Inc), Development Loan Agreement (Nevada Geothermal Power Inc)

Events of Dissolution. The Company shall be dissolved and terminated its affairs wound up upon the happening of the first to occur of any of the following events:events ("Dissolution Event"): (ia) 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; andor (iiib) Judicial The entry of an order of dissolution pursuant to by a court of competent jurisdiction in accordance with the Act.

Appears in 2 contracts

Sources: Joint Venture Agreement (Patriot Transportation Holding Inc), Joint Venture Agreement (Florida Rock Industries Inc)

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 the Board of the Managers then in office of a resolution declaring the advisability of approving the dissolution and termination winding up 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 (iiiii) Judicial dissolution pursuant to the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (U S Energy Systems Inc)

Events of Dissolution. The Company shall be dissolved and terminated liquidated upon the happening of the first to occur of any of the following events: (ia) The adoption by a majority Upon the unanimous written consent of the Managers then in office of a resolution declaring Management Committee. (b) Upon the advisability of the dissolution and termination of the Company, followed 's business as a result of the sale by the approval Company of such resolution by the Majority Interest;all or substantially all of its business and assets. (iic) The authorization Upon the Other Member's exercise of the dissolution its right to dissolve and termination of liquidate the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the Actunder Section 6.3 hereof.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Cytogen Corp)

Events of Dissolution. The Company shall be dissolved and terminated upon its affairs wound up on the happening of the first to occur occurrence of any of the following events, whichever occurs first: (ia) The adoption by a majority expiration of the Managers then period fixed for the Company's duration set forth in office its Articles of Organization; (b) Upon the occurrence of an event specified in this Operating Agreement; (c) Upon the written consent of a resolution declaring the advisability of the dissolution and termination of the Company, followed by the approval of such resolution by the Class A Majority Interest; (iid) The authorization of the dissolution and termination of the Company by unanimous written consent agreement of all of the MembersMembers holding Class A Voting Membership Interests; andor (iiie) Judicial dissolution pursuant to the ActThe entry of a decree of judicial dissolution.

Appears in 1 contract

Sources: Operating Agreement

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any of the following events: (i) following: 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 determination to dissolve made by the approval Managing Member; The sale, disposition or abandonment of such resolution by the Majority Interest; (ii) The authorization of the dissolution and termination of the Company by written consent of all or substantially all of the MembersProperty; and (iii) Judicial or The entry of a decree of judicial dissolution pursuant to under the Act. The Company shall not be dissolved upon the death, insanity, retirement, resignation, expulsion, dissolution or Bankruptcy of any Member or Managing Member.

Appears in 1 contract

Sources: Operating Agreement (Venture Lending & Leasing Ii Inc)

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 the filing of the Managers then certificate of cancellation as described in office of a resolution declaring the advisability of the dissolution and termination of the CompanySection 1.5 hereof, followed by the approval of such resolution by the Majority Interest; (ii) The authorization the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act, (iii) the unanimous vote of the Members or (iv) the death, retirement, resignation, expulsion, bankruptcy or dissolution and termination of a Member unless the business of the Company is continued by written the consent of all remaining Members within 90 days following the occurrence of the Members; and (iii) Judicial dissolution pursuant to the Actany such event.

Appears in 1 contract

Sources: Joint Venture Agreement (Chicago Miniature Lamp Inc)

Events of Dissolution. The Company shall dissolve, and its affairs shall be dissolved and terminated wound up upon the happening of the first to occur of any of the following events: following: (i) The adoption by a majority the written consent of the Managers then in office of a resolution declaring Managing Shareholder, (ii) the advisability of the dissolution and bankruptcy, withdrawal or termination of the Companylegal existence of each Shareholder, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution and termination of unless the Company by written consent of all of is continued without dissolution in accordance with the Members; and Act, and (iii) Judicial the entry of a decree of judicial dissolution pursuant to under Section 18-802 of the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Rouse Properties, LLC)

Events of Dissolution. (a) The Company shall be dissolved and terminated its affairs wound up upon the happening of the first to occur of any of the following events: (i) The adoption by a majority unanimous written decision of the Managers then in office of a resolution declaring the advisability of the dissolution and termination of Members to dissolve the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization sale of the dissolution and termination of the Company by written consent of all or substantially all of the MembersCompany’s assets; (iii) the entry of a decree of judicial dissolution under § 18-802 of the Act; and (iiiiv) Judicial dissolution pursuant to the Actat any time when there are no Members.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority vote of the Managers then as provided 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 InterestSection 6.4; (iib) Any event which makes it unlawful or impossible to carry on the Company's business; (c) The authorization sale, disposition or abandonment of the dissolution and termination all or substantially all of the Company by written consent of all of the MembersProperty; andor (iiid) Judicial The entry of a decree of judicial dissolution pursuant to under the Act. The Company shall not be dissolved upon the death, retirement, resignation, expulsion, dissolution or bankruptcy of any Member.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Ecolocap Solutions Inc.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first earliest to occur of any of the following eventsevents of dissolution: (ia) The adoption by a majority dissolution or bankruptcy 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 InterestMember; (iib) The authorization entry of a decree of judicial dissolution under Section 18-802 of the dissolution and termination of the Company by written consent of all of the MembersAct; and (iiic) Judicial dissolution pursuant to The consent of the ActMember.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Bki Asset Management Corp)

Events of Dissolution. The Company shall be dissolved and terminated its affairs shall be wound up upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the unanimous written consent of the Managers then in office of a resolution declaring the advisability of the dissolution Members to dissolve and termination of terminate the Company, followed by the approval of such resolution by the Majority Interest; (iib) The authorization the entry of a decree of judicial dissolution under the dissolution and termination Act; or (c) at any time there are no members of the Company by written consent of all of unless the Members; and (iii) Judicial dissolution pursuant to Company is continued in accordance with the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Renegy Holdings, Inc.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of wound up on the first to occur of any of the following events: (i) 9.1.1 The adoption by a majority unanimous vote of the Board of Managers then in office (subject to any applicable approvals required pursuant to Section 4.3, above); or 9.1.2 Any other event that Applicable Law specifies must operate as an event causing the dissolution of a resolution declaring the advisability of the dissolution and termination of the Companylimited liability 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 notwithstanding any provision to the Actcontrary in this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of on the first to occur of any of the following events: (ia) The adoption by the written agreement of a Majority of Members and the holders of a majority of the Managers then in office of a resolution declaring Series A Preferred Units to dissolve the advisability of Company. (b) Any other event sufficient under the Delaware Act to cause the dissolution and termination of the Company. No other event, followed by including the approval retirement, withdrawal, insolvency, liquidation, dissolution, resignation, expulsion or bankruptcy of such resolution by a Member shall cause the Majority Interest; (ii) The authorization dissolution of the dissolution and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the ActCompany.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Aemetis, Inc)

Events of Dissolution. The Company shall be dissolved dissolved, --------------------- and terminated its affairs shall be wound up, upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the date that the Member consents to its dissolution; (b) the sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all of the Managers then in office of a resolution declaring the advisability of the dissolution and termination assets of the Company, followed by the approval of such resolution by the Majority Interest; (iic) The authorization the dissolution, bankruptcy or withdrawal of the dissolution and termination of the Company by written consent of all of the MembersMember; and (iiid) Judicial the entry of a decree of judicial dissolution pursuant to under the Act.

Appears in 1 contract

Sources: Limited Liability Company Operating Agreement (Commercial Aggregates Transportation & Sales LLC)

Events of Dissolution. (a) The Company shall be dissolved and terminated its affairs wound up upon the happening of the first to occur of any of the following events: (i) The adoption by a majority unanimous written decision of the Managers then in office of a resolution declaring the advisability of the dissolution and termination of Members to dissolve the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization sale of the dissolution and termination of the Company by written consent of all or substantially all of the MembersCompany’s assets; (iii) the entry of a decree of judicial dissolution under § 18-802 of the Act; and (iiiiv) Judicial dissolution pursuant to the Act.at any time when there are no Members.‌

Appears in 1 contract

Sources: Limited Liability Company Agreement

Events of Dissolution. The Company shall be dissolved and terminated only upon the happening of the first to occur of any of the following events: (ia) The adoption by a majority upon the written agreement of more than fifty percent (50%) in Interests of the Managers then in office of a resolution declaring the advisability of the Members; however, no 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 shall be effected prior to the Operational Date of the Project, unless approved by written consent of all of the Members; and; (iiib) Judicial upon a sale of all or substantially all of the assets of the Company; or (c) upon the entry of a decree of judicial dissolution pursuant to of the ActCompany under Section 702 of the Code.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Predict It Inc)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence 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 events and termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution its business and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution affairs shall thereafter be liquidated and wound up pursuant to the Act: (a) upon the unanimous approval of all Preferred Members and Common Members; (b) upon the issuance of a final and nonappealable judicial decree of dissolution; or (c) as otherwise required by the Act, except that the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not result in dissolution of the Company.

Appears in 1 contract

Sources: Preferred Securities Purchase Agreement (Leucadia National Corp)

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any of the following eventsfollowing: (i) The adoption by vote of Members holding 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 Any event which makes it unlawful or impossible to achieve the Company by written consent of all of the Members; andPurpose; (iii) Judicial The sale, disposition or abandonment of all or substantially all of the Company Property; or (iv) The entry of a decree of judicial dissolution pursuant to under the Act. The Company shall not be dissolved upon the death, insanity, retirement, resignation, expulsion, dissolution or bankruptcy of any Member or Manager.

Appears in 1 contract

Sources: Operating Agreement (Dnaprint Genomics Inc)

Events of Dissolution. The Company shall dissolve and its affairs shall be dissolved and terminated wound up upon the happening of the first to occur of any of the following events: following: (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 the Member (or all of the Members; and , if there be more than one), (ii) the resignation or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) Judicial the entry of a decree of judicial dissolution pursuant to under Section 18-802 of the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Intertape Woven Products Services S.A. De C.V.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following events: (ia) The adoption by a majority unanimous decision of the Managers then in office Manager and Members; or (b) the entry of a resolution declaring the advisability decree of the judicial 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 under Section 18-802 of the MembersAct; and (iiiThe Members hereby agree that the Company shall not dissolve prior to the occurrence of an event of dissolution described in this Section 9.1 and that no Member shall seek a dissolution of the Company under Section 18-801(3) Judicial dissolution pursuant to of the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Caliburn International Corp)

Events of Dissolution. The Company shall be dissolved --------------------- dissolved, and terminated its affairs shall be wound up, upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the date that the Member consents to its dissolution; (b) the sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all of the Managers then in office of a resolution declaring the advisability of the dissolution and termination assets of the Company, followed by the approval of such resolution by the Majority Interest; (iic) The authorization the dissolution, bankruptcy or withdrawal of the dissolution and termination of the Company by written consent of all of the MembersMember; and (iiid) Judicial the entry of a decree of judicial dissolution pursuant to under the Act.

Appears in 1 contract

Sources: Limited Liability Company Operating Agreement (Commercial Aggregates Transportation & Sales LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of (a) the following events: Termination; or (ib) The adoption by a majority of the Managers then in office entry of a resolution declaring the advisability decree of the judicial 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 under the Act.

Appears in 1 contract

Sources: Operating Agreement (Flanigan James Ii)

Events of Dissolution. The Company shall be dissolved and terminated immediately upon the happening of the first to occur of any of the following events: (ia) The adoption by a majority happening of any event of dissolution specified in the Managers then in office Certificate of a resolution declaring the advisability Formation; (b) The sale of the dissolution and termination all or of substantially all 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’s assets; and (iiic) Judicial The entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act; and (d) The occurrence of any event which makes it unlawful for the Business of the Company to be continued.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (XCel Brands, Inc.)

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 unanimous written consent of the Managers then in office of a resolution declaring the advisability of the dissolution and termination of Member to dissolve 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, by operation of law or by judicial decree. The Company shall not dissolve merely because of the Member’s Cessation of Membership.

Appears in 1 contract

Sources: Operating Agreement (BioExpress, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur --------------------- occurrence of any of the following events: (i) The adoption by a majority When the period fixed for the duration 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 InterestCompany expires; (ii) The authorization Upon the approval of the dissolution and termination of the Company by written consent of all of the Members; andMember; (iii) Judicial Upon the expulsion, bankruptcy or dissolution pursuant to of the ActMember; or (iv) By the entry of a decree of judicial dissolution.

Appears in 1 contract

Sources: Operating Agreement (Grand Palais Riverboat Inc)

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 a Majority of the Majority InterestMember Interests; (ii) The authorization of the dissolution and termination of the Company by written consent of all of the Members; (iii) The sale of all or substantially all of the assets of the Company; and (iiiiv) Judicial dissolution pursuant to the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of (a) the Consent of any a Super Majority Approval 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 InterestMembers; (iib) The authorization entry of a decree of judicial dissolution under the LLC Act; or (c) any other event that causes a dissolution and termination of the Company by written consent because the LLC Act mandates dissolution upon the occurrence of all of the Members; and (iii) Judicial dissolution pursuant to the Act.such other event, notwithstanding any agreement

Appears in 1 contract

Sources: Operating Agreement

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events:(each, a “Dissolution Event”): (ia) The adoption by a majority the affirmative vote or written consent 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 InterestMember; (iib) The authorization the entry of the dissolution and termination a decree of the Company by written consent of all of the Membersjudicial dissolution; andor (iiic) Judicial dissolution pursuant to as otherwise provided in the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (CSI Technologies, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the election of the Managers then in office Member, but only on the effective date of a resolution declaring the advisability of the dissolution and termination of the Company, followed specified by the approval Member in such writing at the time of such resolution by the Majority Interestapproval; (iib) The authorization entry of a decree of judicial dissolution under the dissolution and termination LLC Act; (c) any time there are no members of the Company by written consent of all unless the Company is continued in accordance with the LLC Act; or (d) any other event that causes a dissolution of the Members; and (iii) Judicial Company because the LLC Act mandates dissolution pursuant to upon the Actoccurrence of such other event.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Fulcrum Bioenergy Inc)

Events of Dissolution. The Company shall be dissolved and terminated its business shall terminate upon the happening of the first to occur earliest occurrence of any of the following events: (ia) 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 unanimous written consent of all of the Members; and; (iiib) Judicial dissolution pursuant to a sale or other disposition of all or substantially all of the Act.Company Assets;

Appears in 1 contract

Sources: Operating Agreement (Allegheny Energy Inc)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following eventsevents and its business and affairs shall thereafter be liquidated and wound up pursuant to the Act: (ia) The adoption by a majority of upon the Managers then in office of a resolution declaring the advisability of the dissolution and termination of the Company, followed by the written 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; (iiib) Judicial dissolution pursuant to upon the issuance of a final and nonappealable judicial decree of dissolution; or (c) as otherwise required by the Act, except that the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not result in dissolution of the Company.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Globalstar, Inc.)

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any of the following eventsfollowing: (i) a. 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 determination to dissolve made by the approval of such resolution by the Majority InterestMembers; (ii) b. The authorization sale, disposition or abandonment of the dissolution and termination of the Company by written consent of all or substantially all of the MembersProperty; andor (iii) Judicial c. The entry of a decree of judicial dissolution pursuant to in accordance with law. The Company shall not be dissolved upon the Actdeath, insanity, retirement, resignation, expulsion, dissolution or Bankruptcy of any Member or Managing Member.

Appears in 1 contract

Sources: Operating Agreement

Events of Dissolution. The Company shall be dissolved and terminated its affairs shall be wound up upon the happening of the first to occur of any of the following eventsfollowing: (ia) The adoption by a majority the sale or disposition of all or substantially all of the Managers then in office of a resolution declaring Company assets, and the advisability distribution of the dissolution and termination of proceeds thereof to the Company, followed by the approval of such resolution by the Majority InterestMember; (iib) The authorization a determination by the Member to dissolve; (c) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (d) the entry of a decree of judicial dissolution under the Act; or (e) the death, adjudication of incompetency or Bankruptcy of the dissolution and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the ActMember.

Appears in 1 contract

Sources: Operating Agreement (APW Supermarkets, Inc.)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first earliest to occur of any of the following eventsfollowing: (ia) The adoption by a majority the written consent 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 InterestMember; (iib) The authorization the entry of a decree of judicial dissolution under Section 13.1-1047 of the dissolution and termination of the Company by written consent of all of the MembersAct; andor (iiic) Judicial dissolution pursuant to the Actat any time when there is no Member.

Appears in 1 contract

Sources: Operating Agreement (LNT Leasing II, LLC)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first earliest to occur of any of the following events: following: (ia) 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 the Member; (b) the entry of a decree of judicial dissolution under Section 18-802 of the MembersAct; and or (iiic) Judicial dissolution pursuant to the Actat any time when there is no Member.

Appears in 1 contract

Sources: Operating Agreement (LNT Leasing II, LLC)

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any the following: (a) the time fixed in the Certificate as the expiration 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 term of the Company, followed by ; (b) 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.Members in writing;

Appears in 1 contract

Sources: Operating Agreement

Events of Dissolution. The Company shall be dissolved and terminated shall commence winding up its affairs upon the happening of the first to occur of any the following: (a) the time fixed in the Articles as the expiration 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 term of the Company, followed by ; (b) 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 MembersMembers in writing; and (iiic) Judicial dissolution pursuant any event which makes it unlawful or impossible to carry on the ActCompany’s business; or (d) at such time as there is no longer at least one Member of the Company.

Appears in 1 contract

Sources: Operating Agreement

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) 15.1.1 The adoption by a majority sale of all or substantially all of the Managers then in office of a resolution declaring the advisability of the dissolution and termination assets of the Company, followed by the approval of such resolution ; 15.1.2 The election by the Majority Interest; (ii) The authorization vote of Members, with the consent of the Manager; or 15.1.3 The entry of a decree of judicial dissolution and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to under the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Pico Holdings Inc /New)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence 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 events and termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution its business and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution affairs shall thereafter be liquidated and wound up pursuant to the Act: (a) upon the unanimous approval of all Preferred Members and Common Members; (b) upon the issuance of a final and nonappealable judicial decree of dissolution; or (c) as otherwise required by the Act, except that the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member shall not result in dissolution of the Company.

Appears in 1 contract

Sources: Preferred Securities Purchase Agreement

Events of Dissolution. The Company shall be dissolved dissolved, and terminated its affairs shall be wound up, upon the happening of the first to occur of any of the following events: following: (ia) 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 the Voting Member; (b) the occurrence of any event that terminates the continued membership of the Members; and (iii) Judicial dissolution pursuant Voting Member without the admission of a successor member to the ActCompany; or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act or any successor statute.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Phoenix Capital Group Holdings, LLC)

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 a. upon 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 unanimous written consent agreement of all of the Members; and; b. upon the occurrence of an Involuntary Withdrawal, unless, within ninety (iii90) Judicial dissolution days after the occurrence of the Involuntary Withdrawal the remaining Members holding a Majority-in-Interest elect to continue the business of the Company pursuant to the Act.terms of this Agreement; or c. upon the facts and circumstances set forth in Section 6.1.e. of this Agreement

Appears in 1 contract

Sources: Operating Agreement (U S Energy Systems Inc)

Events of Dissolution. The Company shall be dissolved and terminated upon the happening of the first to occur occurrence of any of the following events: (ia) 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; andMember, (iiib) Judicial The entry of a decree of judicial dissolution pursuant to under § 18-802 of the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Apex Therapeutic Care, Inc.)