Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 119 contracts
Samples: Limited Liability Company Agreement (Ub Fuel Cell, LLC), Limited Liability Company Agreement (Ub Fuel Cell, LLC), Limited Liability Company Agreement (Ub Fuel Cell, LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 39 contracts
Samples: Limited Liability Company Agreement (Finance of America Companies Inc.), Agreement and Plan of Merger, Limited Liability Company Agreement (AdaptHealth Corp.)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 34 contracts
Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.), Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 20 contracts
Samples: Limited Liability Company Agreement (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such other actions as may be necessary to terminate the Company.
Appears in 15 contracts
Samples: Limited Liability Company Agreement (Exopack Holding Corp), Limited Liability Company Agreement (PRETIUM CANADA Co), Limited Liability Company Agreement (Exopack Advanced Coatings, LLC)
Cancellation of Certificate. On Upon the completion of the distribution liquidation of the Company assets as provided hereinin Section 13.2 hereof, the Company shall be terminated, terminated and the Majority Members (or such Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other Person or Persons as than the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 Delaware shall be canceled and take such other actions as may be necessary to terminate the CompanyCompany shall be taken.
Appears in 12 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Cancellation of Certificate. On completion of the distribution Distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 1.1 or 12.2 and take such other actions as may be necessary to terminate the Company.
Appears in 11 contracts
Samples: Operating Agreement (Stack Rock Capital, L.L.C.), Limited Liability Company Agreement (Boise White Paper Sales Corp.), Operating Agreement (Boise White Paper Sales Corp.)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 11 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Alpine Summit Energy Partners, Inc.), Limited Liability Company Agreement (Acreage Holdings, Inc.), Operating Agreement (Greenlane Holdings, Inc.)
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided herein, the Company shall be terminatedterminated (and the Company shall not be terminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Allvue Systems Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.)
Cancellation of Certificate. On Upon the completion of the distribution liquidation of Company assets the Company’s cash and property as provided hereinin Section 13.3 hereof, the Company shall be terminated, terminated and the Majority Members (or such Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other Person or Persons as than the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 Delaware shall be canceled and take such other actions as may be necessary to terminate the CompanyCompany shall be taken.
Appears in 8 contracts
Samples: Guaranty Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Hcp, Inc.), Limited Liability Company Agreement (Hcp, Inc.)
Cancellation of Certificate. On completion of the distribution Distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 1.1 or 12.3 and take such other actions as may be necessary to terminate the Company.
Appears in 8 contracts
Samples: www.sec.gov, Operating Agreement (Officemax Inc), Operating Agreement (Officemax Inc)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Board of Managers (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (American Oncology Network, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Cancellation of Certificate. On completion of the distribution winding up of Company assets as provided hereinherein and the Delaware Act, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Tradeweb Markets Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Board of Directors (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (General Motors Co), Limited Liability Company Agreement (General Motors Co), Limited Liability Company Agreement (General Motors Co)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Jones Energy, Inc.), Limited Liability Company Agreement (Tallgrass Energy GP, LP), Limited Liability Company Agreement (Kelso GP VIII, LLC)
Cancellation of Certificate. On completion of the distribution of the Company assets as provided hereinin this Agreement, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 the State of Delaware and take such other actions as may be necessary to terminate the Company, and the Company shall at such time be terminated.
Appears in 6 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Charter Communications, Inc. /Mo/), Limited Liability Company Agreement (Vantiv, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.4.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company, and upon such certificate of cancellation becoming effective the legal existence of the Company shall terminate in accordance with the Act.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Valeritas Inc), Agreement and Plan of Merger and Reorganization (Valeritas Inc), Limited Liability Company Agreement (Valeritas Inc)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.4.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Global Gas Corp), Unit Purchase Agreement (Dune Acquisition Corp), Limited Liability Company Agreement (AmeriHome, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminatedterminated (and the Company shall not be terminated prior to such time), and the Majority Members Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.3.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)
Cancellation of Certificate. On completion of the distribution of --------------------------- Company assets as provided herein, the Company shall be is terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other ----------- actions as may be necessary to terminate the Company.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Stein Avy H), Limited Liability Company Agreement (Stein Avy H), Limited Liability Company Agreement (Stein Avy H)
Cancellation of Certificate. On completion of the distribution Distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.4.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (loanDepot, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.4, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Hilton Grand Vacations Inc.), Membership Interests (Glimcher Realty Trust), Agreement of Purchase and Sale (Glimcher Realty Trust)
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Member (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.4, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (Storage Usa Inc), Limited Liability Company Agreement (Storage Usa Inc)
Cancellation of Certificate. On completion of the distribution Distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such other actions as may be necessary to terminate the Company.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Exopack Advanced Coatings, LLC)
Cancellation of Certificate. On Upon the completion of the distribution liquidation of Company assets the Company's cash and property as provided hereinin Section 13.3 hereof, the Company shall be terminated, terminated and the Majority Members (or such Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other Person or Persons as than the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 Delaware shall be canceled and take such other actions as may be necessary to terminate the CompanyCompany shall be taken.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Health Care Property Investors Inc), Limited Liability Company Agreement (Health Care Property Investors Inc), Limited Liability Company Agreement (Health Care Property Investors Inc)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (DelStaff, LLC), Limited Liability Company Agreement (DelStaff, LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Member (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.5, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (DCT Chino LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Malibu Boats, Inc.), Limited Liability Company Agreement (Malibu Boats, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Member (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Hersha Hospitality Trust), Limited Liability Company Operating Agreement (Hersha Hospitality Trust)
Cancellation of Certificate. On completion of After the distribution of Company assets as provided hereinpursuant to Section 13.2, the Company shall will be terminated, terminated and the Majority Members Board (or such other Person or Persons as the Delaware Act may require or permit) shall will file a certificate of cancellation with the Delaware Secretary of State of DelawareState, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled, and take such other actions as may be necessary or advisable to terminate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ardent Health Partners, LLC), Limited Liability Company Agreement (Ardent Health Partners, LLC)
Cancellation of Certificate. On completion of the distribution winding up of the Company assets as provided herein, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.04.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Nextracker Inc.), Limited Liability Company Agreement (Nextracker Inc.)
Cancellation of Certificate. On completion of the distribution --------------------------- of Company assets as provided herein, the Company shall be is terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such ----------- other actions as may be necessary to terminate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Petersen Holdings LLC), Petersen Holdings LLC
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.), Limited Liability Company Agreement (Walgreens Boots Alliance, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Genon Mid-Atlantic, LLC), Limited Liability Company Agreement (Genon Mid-Atlantic, LLC)
Cancellation of Certificate. On Upon completion of the distribution of the assets of the Company assets as provided hereinin Section 11.03(c) hereof, the Company shall be terminated, terminated and the Majority Members (or such other Person or Persons as Board shall cause the Act may require or permit) shall file a certificate cancellation of cancellation with the Secretary Certificate of Formation in the State of Delaware, cancel any Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other filings made pursuant to Section 2.5 than the State of Delaware and shall take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Athenex, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
Cancellation of Certificate. On Upon the completion of the distribution of Company assets as provided hereinin Section 11.2 hereof, the Company shall be terminated, terminated and the Majority Members (or such other Person or Persons as the Act may require or permitLiquidating Member(s) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 the State of Delaware and shall take such other actions as may be necessary or appropriate to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Eif Neptune, LLC)
Cancellation of Certificate. On completion of the distribution Distribution of Company the Company’s assets as provided hereinin Section 11.2, the Company shall be deemed terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such other actions as may be necessary to terminate the Companylegal existence of the Company as required by the Act.
Appears in 1 contract
Cancellation of Certificate. On Upon completion of the distribution of Company assets as provided hereinpursuant to Section 9.2(c)(2), the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.4, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cancellation of Certificate. On Upon completion of the distribution of all of the Company assets as provided herein, the Company shall be terminated, terminated (and the Majority Members Company shall not be terminated prior to such time) upon the Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file filing a certificate of cancellation of the Certificate with the Secretary of State of the State of Delaware, cancel any other filings made . The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 2.5 and take such other actions as may be necessary to terminate the Company14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Desert Peak Minerals Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.. ARTICLE VII GENERAL PROVISIONS 7.01
Appears in 1 contract
Samples: Securities Purchase Agreement
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Member (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 Article 2, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Lightstone Real Estate Income Trust Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminatedterminated (and the Company shall not be terminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation dissolution or termination with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.3.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viroment Capital, LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminatedterminated (and the Company shall not be terminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation dissolution or termination with the Secretary of State of DelawareDelaware , cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled, and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 12.3.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On completion of After the distribution of Company assets as provided herein, the Company shall will be terminated, terminated and the Majority Members Board (or such other Person or Persons as the Act DLLCA may require or permit) shall will file a certificate of cancellation with the Delaware Secretary of State of DelawareState, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled, and take such other actions as may be necessary or advisable to terminate the Company. The Company will continue in existence for all purposes of this Agreement until terminated pursuant to this Section 7.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B. Riley Financial, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement LEGAL\41134311\10 that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Acreage Holdings, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Preferred Securities Purchase Agreement (Leucadia National Corp)
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 1.2 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Caliburn International Corp)
Cancellation of Certificate. On In the case of the dissolution, liquidation and termination of the Company, on completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.5, and take such other actions as may be necessary to terminate the existence of the Company. In the case of the dissolution, liquidation and termination of the Company Manager shall file such certificates as may be required by the Act or other law in respect thereof.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, a Member authorized by the Company shall be terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 1.4, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 1 contract
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members General Partner (or such other Person or Persons as the Partnership Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: NRG Rema LLC
Cancellation of Certificate. On completion of the distribution Distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 1.1 or 12.2 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (US Power Generating CO)
Cancellation of Certificate. On completion of the liquidating distribution of Company assets as provided hereinabove, the Company shall be terminated, deemed to have terminated and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of the State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Yankee Holding Corp.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided hereinassets, the Company shall be terminated, and the Majority Members Manager (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 ARTICLE 2 hereof, and take such other actions as may be necessary to terminate the existence of the Company.. ARTICLE 11
Appears in 1 contract
Samples: Limited Liability Company Agreement (Apartment Investment & Management Co)
Cancellation of Certificate. On Upon the completion of the distribution --------------------------- Distribution of Company the Company's assets as provided hereinupon dissolution, the Company shall be terminated, all Units shall be cancelled and the Majority Members (or such other Person or Persons as Board shall cause the Act may require or permit) shall Company to execute and file a certificate in the Office of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to the State of Delaware a Certificate of Cancellation in accordance with Section 2.5 and take such other actions as may be necessary to terminate 18-203 of the CompanyAct.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Endo Pharma LLC)
Cancellation of Certificate. On Upon completion of the distribution of Company assets as provided hereinpursuant to Section 10.2(c)(2), the Company shall be terminated, and the Majority Members Member (or such other Person or Persons person as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.4, and take such other actions as may be necessary to terminate the existence of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section SECTION 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 the State of Delaware and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.. 10
Appears in 1 contract
Cancellation of Certificate. On completion of the distribution winding up of the Company’s affairs and Distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Managing Member (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.cancellation
Appears in 1 contract
Samples: Limited Liability Company Agreement (Dutch Bros Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 2.5, and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Cancellation of Certificate. On Upon completion of the distribution of all of the Company assets as provided herein, the Company shall be terminated, terminated (and the Majority Members Company shall not be terminated prior to such time) and the Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate will cause the cancellation of cancellation the Certificate with the Secretary of State of Delaware, cancel the State of Delaware to be made and any other filings made required to be made. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 2.5 and take such other actions as may be necessary to terminate the Company14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bounty Minerals, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members Member (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LiveWatch Security, LLC)
Cancellation of Certificate. On completion of the distribution of Company assets Assets as provided herein, the Company shall be is terminated, and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 Delaware and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.5 2.1 and take such other actions as may be necessary to terminate the Company.. SECTION 11.6
Appears in 1 contract
Samples: www.sec.gov
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.. ARTICLE IX GENERAL PROVISIONS 9.1
Appears in 1 contract
Cancellation of Certificate. On Upon the completion of the winding up of the Company and the distribution of Company assets as provided hereinthe Company’s assets, the Company shall be terminated, terminated and the Majority Members (or such other Person or Persons as shall cause the Company to execute and file a Certificate of Cancellation in accordance with Section 18-203 of the Act may require or permit) shall file and to cancel all qualifications and registrations of the Company as a certificate of cancellation with foreign limited liability company in jurisdictions other than the Secretary of State of Delaware, cancel any other filings made pursuant Delaware and to Section 2.5 and take such other actions as may be necessary to terminate the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (AGCO International GmbH)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 0.
Appears in 1 contract
Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 9.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cempra Holdings, LLC)
Cancellation of Certificate. On Upon the completion of the distribution of Company the Company’s assets as provided hereinin Section 5.5, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with shall be filed in the office of the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.Company shall be taken,
Appears in 1 contract
Samples: Limited Liability Company Agreement (Listerhill Total Maintenance Center LLC)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Majority Members Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company.. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement
