Bankruptcy or Dissolution of a Member Sample Clauses

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member shall otherwise consent within 90 days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.7, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company). Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a member of the Company.
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Bankruptcy or Dissolution of a Member. The occurrence of any of the events specified in Section 18-304(a)(1) through (6) or 18-304(b) of the Act shall not result in the Member ceasing to be a member of the Company.
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Bankruptcy or Dissolution of a Member. Upon the bankruptcy, insolvency, dissolution (other than for failure to file any required annual report or to pay any tax or fee due to the Secretary of State of the state of incorporation or organization of any Member) or other cessation to exist as a legal entity of a Member not an individual, the authorized representative of such entity shall have all of the rights of a Member (subject to any obligation of the Member to the Company) for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Company and to join with such assignee in making application to substitute such assignee as a Member.
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Bankruptcy or Dissolution of a Member. Notwithstanding any other provision of this Agreement, the Bankruptcy Action, death, retirement, resignation, expulsion or dissolution of any Member or the occurrence of any other event that terminates the continued membership of a Member shall not cause the Company to dissolve, and the Company shall continue without dissolution; provided that, if applicable, the legal representative who shall succeed to the rights of such Member to receive distributions from the Company and allocations of income, gain, loss, deduction and credit shall not have the right to become a substitute Member in the place of such Member, and shall not have any control or the power to vote with respect to any Company decision, without the approval of all Members.
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Bankruptcy or Dissolution of a Member. The Bankruptcy or ------------------------------------- Dissolution of a Member.
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Bankruptcy or Dissolution of a Member. Subject to Section 12.2(ii), the Bankruptcy or dissolution of a Member shall not dissolve the Company. Subject to Article XI, the legal representative of a Bankrupt Member or the assignee of a dissolved Member shall have the rights of an assignee to receive distributions and allocations of Profits and Losses pursuant to Article VII and may become a Member only upon compliance with the procedures as provided in Article XI. In the absence of admission, any payment by the Company in the name of the Bankrupt or dissolved Member, or to its legal representative or assignee, shall acquit the Company of all liability to any Person who may be interested in such payment by reason of the Bankruptcy or dissolution of a Member.
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Bankruptcy or Dissolution of a Member. Notwithstanding Section 6.1(a), upon the bankruptcy, dissolution, or occurrence of an Event of Withdrawal (except a voluntary withdrawal) of a Member, the Interest owned by the bankrupt, dissolved, or withdrawing Member (the "Withdrawn Member") shall be transferred to or devolve upon the successors or assigns of the Withdrawn Member (as may be appropriate). Any Person succeeding to the Interest of a Withdrawn Member shall promptly notify the Managing Members of such Person's name, mailing address, federal tax identification number, and the date of acquisition or transfer of the applicable Membership Interest. Any Person succeeding to the Interest of a Member upon the events specified in this Section 6.4 shall become a Member upon such Person complying with the provisions of Section 6.3. An Event of Withdrawal of a Managing Member that is not the last remaining Managing Member shall not terminate the Company, but the Company shall continue in existence until it is dissolved, terminated, and liquidated under Article IX or as required by law.
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Bankruptcy or Dissolution of a Member 
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Related to Bankruptcy or Dissolution of a Member

  • Corporate Dissolution or Bankruptcy The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

  • Bankruptcy of a Member The bankruptcy (including within the meaning of Sections 18-101 and 18-304 of the Act) of a Member shall cause such Member to cease to be a Member, but notwithstanding the occurrence of such event, the Company shall continue without dissolution. The receivership or dissolution of a Member shall not in and of itself cause the dissolution of the Company, and notwithstanding the occurrence of such event, the Company shall continue without dissolution under the management and control of the remaining Members, unless there are no remaining Members of the Company.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • 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 entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

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