Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 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 distribution of Company assets as provided herein, the Company is shall be 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act10.3.
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 distribution of Company the Company’s assets as provided herein, the 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 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 Company, and upon the filing of the certificate 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 10.3 and otherwise in accordance with the Delaware Act11.4.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Horizon Acquisition 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 terminated prior to such time), and the Board of Managers 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 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 10.3 9.3 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 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 terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act13.4.
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 distribution of Company assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act12.3.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Operating Agreement (Winvest Group LTD)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act10.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bakkt Holdings, Inc.), Limited Liability Company Agreement (VPC Impact Acquisition Holdings)
Cancellation of Certificate. On completion of the distribution Distribution of Company the Company’s assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it the effectiveness of the certificate of cancellation is terminated filed with the Secretary of State of Delaware pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act10.3.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Nuvve Holding Corp.), Limited Liability Company Agreement (California Resources Corp)
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided hereinin this Agreement, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company, and upon the filing of the certificate 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 10.3 and otherwise in accordance with the Delaware Act11.4.
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 distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act.14.04. Section 14.05
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Neff Corp), Joinder Agreement (Neff Corp)
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 terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act12.4.
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 distribution of Company assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act9.03.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act14.4.
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 distribution of Company the Company’s assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act10.8.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Q2Earth Inc.), Limited Liability Company Agreement (Q2Earth Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act12.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided herein, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act10.4.
Appears in 2 contracts
Samples: 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 distribution of assets of the Company assets as provided herein, the Company is shall be 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act13.3.
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 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 Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act13.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is shall be 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 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 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 10.3 and otherwise in accordance with the Delaware Act13.3.
Appears in 1 contract
Samples: Operating Agreement (Metaldyne Corp)
Cancellation of Certificate. On completion of (i) the distribution of Company assets as provided hereinherein and (ii) the other winding up activities of the Company, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act9.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Internap Corp)
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 terminated prior to such time), 41 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act12.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CarGurus, Inc.)
Cancellation of Certificate. On completion of the distribution of the Company assets as provided herein, the Company is shall be 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act.12.4. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Appears in 1 contract
Samples: Limited Liability Company Agreement (ChromaDex Corp.)
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company is shall be 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 or cause to be filed an executed certificate of cancellation 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act10.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Cancellation of Certificate. On the completion of the distribution Company’s duties and the satisfaction of Company assets the Company’s purposes as provided in Section 11.1 herein, the Company is shall be 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 Certificate of cancellation Cancellation 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 cancelled, 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 10.3 and otherwise in accordance with the Delaware Act11.3.
Appears in 1 contract
Samples: Operating Agreement
Cancellation of Certificate. On Upon completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (BJ Services, Inc.)
Cancellation of Certificate. On completion of the distribution winding up of Company assets as provided hereinherein and the Delaware Act, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act14.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Liberty Tax, 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 terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act13.4.
Appears in 1 contract
Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)
Cancellation of Certificate. On completion of the distribution of the Company assets as provided herein, the Company is shall be terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act12.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chicago Pacific Founders UGP, 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 terminated prior to such time), and the Board of Managers 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act13.3.
Appears in 1 contract
Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the 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 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 Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.3 and otherwise in accordance with the Delaware Act13.3.
Appears in 1 contract
Cancellation of Certificate. On completion of the distribution of Company the Company’s assets as provided hereinin this Agreement, the Company is terminated (and the Company shall not be terminated prior to such time), and the Board of Managers 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 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company, and upon the filing of the certificate 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 10.3 and otherwise in accordance with the Delaware Act11.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (GSR II Meteora Acquisition 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 terminated prior to such time), and the Board of Managers Directors (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 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 10.3 and otherwise in accordance with the Delaware Act9.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chefs' Warehouse Holdings, LLC)
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 Board of Managers 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 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 10.3 and otherwise in accordance with the Delaware Act12.4.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.)