Cancellation of Certificate. On completion of the winding up of the Company as provided herein, the 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 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: Operating Agreement (OneStream, Inc.), Operating Agreement (OneStream, Inc.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)
Cancellation of Certificate. On completion of the winding up of Company assets as provided herein and the Delaware Act, the Company as provided hereinis terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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: Merger Agreement (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Tradeweb Markets Inc.)
Cancellation of Certificate. On completion of the winding up and liquidation of the Company as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the Delaware Act DLLCA 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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.04.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Graphic Packaging International, LLC), Transaction Agreement (Graphic Packaging Holding Co), Transaction Agreement (International Paper Co /New/)
Cancellation of Certificate. On completion of the winding up of the Company’s affairs and distribution of Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.4.
Appears in 7 contracts
Samples: Operating Agreement (Enfusion, Inc.), Limited Liability Company Agreement (Redbox Entertainment Inc.), Operating Agreement (Enfusion, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.4.
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 winding up Distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (loanDepot, Inc.), Limited Liability Company Agreement (CarGurus, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
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 winding up distribution of the Company LLC assets as provided herein, the Manager LLC shall be terminated (and the LLC shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of the CompanyLLC. The Company LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0413.3.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Providence Service Corp), Limited Liability Company Agreement (Providence Service Corp), Limited Liability Company Agreement (Solera Holdings LLC)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.3.
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 winding up distribution of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of 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 14.0410.3.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Project Angel Parent, LLC), Limited Liability Company Agreement (Cable One, Inc.), Limited Liability Company Agreement (NorthStar Asset Management Group Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company Company’s assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.4.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company Company’s assets as provided herein, the Manager Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence Company, and upon the filing of the Companycertificate of cancellation of the Certificate, the Company shall be terminated (and the Company shall not be terminated prior to such time). The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0411.4.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the 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 of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.3 and otherwise in accordance with the Delaware Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Darling Ingredients Inc.), Limited Liability Company Agreement (Darling Ingredients Inc.), Limited Liability Company Agreement (Darling International Inc)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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.. Section
Appears in 2 contracts
Samples: Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Cancellation of Certificate. On completion of the winding up distribution of the Company Company’s assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.8.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Q2Earth Inc.), Limited Liability Company Agreement (Q2Earth Inc.)
Cancellation of Certificate. On completion of the winding up Distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Clearwater Analytics Holdings, Inc.), Limited Liability Company Agreement (Clearwater Analytics Holdings, Inc.)
Cancellation of Certificate. On completion of the winding up of the Company’s affairs and Distribution of Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Dutch Bros Inc.), Limited Liability Company Agreement (Dutch Bros Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company Company’s assets as provided hereinin this Agreement, the 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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence Company, and upon the filing of the Companycertificate of cancellation of the Certificate, the Company shall be terminated (and the Company shall not be terminated prior to such time). The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0411.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bakkt Holdings, Inc.), Merger Agreement (VPC Impact Acquisition Holdings)
Cancellation of Certificate. On completion of the winding up distribution of assets of the Company as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of 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 14.0413.3.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (VWR, Inc.), Limited Liability Company Agreement (VWR Funding, Inc.)
Cancellation of Certificate. On completion of the winding up and liquidation of the Company as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the Delaware Act DLLCA 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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.04Section 13.04.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Baker Hughes Holdings LLC), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.3.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Operating Agreement (Winvest Group LTD)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.049.3 and otherwise in accordance with the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Mascoma Corp), Limited Liability Company Agreement (Mascoma Corp)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.049.03.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Reorganized Blackhawk Limited Liability Company Agreement
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0414.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (RE/MAX Holdings, Inc.), Limited Liability Company Agreement (RE/MAX Holdings, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company shall be terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chicago Pacific Founders UGP, LLC)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company shall be terminated (and the 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 of cancellation of the Certificate of Formation dissolution or termination with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of 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 14.0412.3.
Appears in 1 contract
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company shall be terminated (and the 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 of cancellation of the Certificate of Formation dissolution or termination with the Secretary of State of DelawareDelaware , cancel any other filings made pursuant to this Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of 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 14.0412.3.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On completion of (i) the distribution of Company assets as provided herein and (ii) the other winding up activities of the Company as provided hereinCompany, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.049.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Internap Corp)
Cancellation of Certificate. On completion of the winding up of Company assets as provided herein and the Delaware Act, the Company as provided hereinshall be terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 (Liberty Tax, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a or cause to be filed an executed certificate of cancellation of the Certificate of Formation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0410.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On completion of the 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 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.)
Cancellation of Certificate. On Upon completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 (BJ Services, Inc.)
Cancellation of Certificate. On completion of the winding up of the Company’s affairs and distribution of Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0412.4.
Appears in 1 contract
Cancellation of Certificate. On completion of the winding up distribution --------------------------- of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Member (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.048.3.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Madison River Capital LLC)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Member (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation of pursuant to the Certificate of Formation Act with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.048.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Aevi Genomic Medicine, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement LEGAL\41134311\10 that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 winding up distribution of the Company Holdings LLC assets as provided herein, Holdings LLC is terminated (and Holdings LLC shall not be terminated prior to such time), and the Manager Board (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the CompanyHoldings LLC. The Company Holdings LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0412.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Pathology Solutions, LLC)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board (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 this Operating Agreement that are or should be canceled canceled, and take such other actions as may be necessary to terminate the existence of the Company. The Company shall be deemed to continue in existence for all purposes of this Operating Agreement until it is terminated pursuant to this Section 14.0413.3.
Appears in 1 contract
Samples: Operating Agreement (Metaldyne Corp)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.3.
Appears in 1 contract
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Company is terminated (and the 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 of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.4.
Appears in 1 contract
Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Directors (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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.049.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chefs' Warehouse Holdings, LLC)
Cancellation of Certificate. On completion of the winding up distribution of the Company Holdings LLC assets as provided herein, Holdings LLC shall be terminated (and Holdings LLC shall not be terminated prior to such time), and the Manager Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the CompanyHoldings LLC. The Company Holdings LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.0412.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solo Brands, Inc.)
Cancellation of Certificate. On completion of the winding up distribution of the Company assets as provided herein, the Manager Company is terminated (and the Company shall not be terminated prior to such time), and the Board (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 the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of 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 14.0413.3.
Appears in 1 contract
