Common use of Certificate of Cancellation Clause in Contracts

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreement, the 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 6 contracts

Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.), Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.), Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)

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Certificate of Cancellation. On completion of the distribution Distribution of Company assets as provided in this Agreementherein, the Board Company is terminated (or and the Company shall not be terminated prior to such other Person or Persons as time), and the Act may require or permit) Manager shall file or cause to be filed 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, this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the The Company shall cease, except as may be otherwise provided by the Act or other applicable Lawdeemed to 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 (Alvarium Tiedemann Holdings, Inc.), Limited Liability Company Agreement (Figdor Drew), Limited Liability Company Agreement (Tiedemann Michael)

Certificate of Cancellation. On Upon completion of the distribution of ----------------------------- Company assets as provided in this Agreementherein, the Board Company shall be terminated, and the Managers (or such other Person person or Persons persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 2.5, Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 6 contracts

Samples: Operating and Joint Venture Agreement (Semele Group Inc), Operating and Joint Venture Agreement (Afg Investment Trust C), Operating and Joint Venture Agreement (Semele Group Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or Persons as Company shall be terminated and the Act may require or permit) Members shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.51.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Black Ridge Oil & Gas, Inc.), Limited Liability Company Agreement (Antero Resources LLC), Limited Liability Company Agreement (Antero Resources Finance Corp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement (CAESARS ENTERTAINMENT Corp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board company is terminated, and the 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, Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc)

Certificate of Cancellation. On completion of the distribution of Company LLC assets as provided in this Agreementherein, the Board LLC is terminated (and the LLC 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 certificate of Cancellation 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 LLC. The LLC shall be deemed to continue in existence for all purposes of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Lawthis Agreement until it is terminated pursuant to this Section 9.03.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (BioFuel Energy Corp.), Limited Liability Company Agreement (BioFuel Energy Corp.), Limited Liability Company Agreement (BioFuel Energy Corp.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company shall be terminated, and the Members or the Majority Member, as applicable, (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 Delawarethe State of Delaware under the Act, cancel any other filings made pursuant to Section 2.5Sections 2.01, 2.02 and 2.04, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Intermediate Holdings LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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, 2.5 and take such other actions as may be necessary to terminate the existence Company, including filing a certificate of the Company. Upon the effectiveness cancellation of the Certificate with the Secretary of Cancellation, the existence State of the Company shall cease, except as may be otherwise provided by the Act or other applicable LawState of Delaware.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Dell International L.L.C.), Limited Liability Company Agreement (Dell Inc), Limited Liability Company Agreement (Dell Inc)

Certificate of Cancellation. On Upon completion of the distribution ----------------------------- of Company assets as provided in this Agreementherein, the Board Company shall be terminated, and the Managers (or such other Person person or Persons persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 2.5, Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 3 contracts

Samples: Operating Agreement (Afg Investment Trust D), Operating Agreement (Afg Investment Trust B), Operating Agreement (Afg Investment Trust C)

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the distribution of Company assets as provided in this Agreement, the 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, liquidation and take such other actions as may be necessary to terminate the existence winding up of the Company. Upon the effectiveness of the Certificate of Cancellation’s affairs and business, the existence Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Tennessee, LLC), Limited Liability Company Agreement (Atlas Energy Resources, LLC)

Certificate of Cancellation. On Upon completion of the liquidation and distribution of the Company assets as provided in this Agreementherein, if applicable, the Board Company shall be deemed terminated, and the Directors or Officers (or such other authorized 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 2.5this Agreement, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Hasbro Inc), Limited Liability Company Agreement (Hasbro Inc), Limited Liability Company Agreement (Hasbro Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Company shall be terminated, and the 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 2.5applicable Requirements of Law, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Sixth Street Partners Management Company, L.P.), Limited Liability Company Agreement (HG Vora Capital Management, LLC), Limited Liability Company Agreement (Hudson Bay Capital Management LP)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company is terminated (or and the Company shall not be terminated prior to such other Person or Persons as time), and the Act may require or permit) Manager shall file or cause to be filed 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, this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the The Company shall cease, except as may be otherwise provided by the Act or other applicable Lawdeemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Digital Landscape Group, Inc.), Limited Liability Company Agreement (Digital Landscape Group, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Genesis Energy Lp), Limited Liability Company Agreement (Genesis Energy Lp)

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the distribution liquidation and winding up of Company assets as provided in this Agreementthe Company’s affairs and business, the Board (Managing Member or such other the Designated Person or Persons as shall on behalf of the Act may require or permit) shall Company prepare and 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 2.5as required by the Act. When such certificate is filed, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the ’s existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (European Wax Center, Inc.), Limited Liability Company Agreement (European Wax Center, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company is terminated, and the 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Penson Worldwide Inc)

Certificate of Cancellation. On completion of the distribution liquidation of Company assets as provided in this Agreementherein, the Board Company’s existence shall be terminated, and the Managers (or such other Person person or Persons 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Elk Horn Coal Co LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Steering Committee (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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate certificate of Cancellationcancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Caesars Entertainment Operating Company, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate certificate of Cancellationcancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Antero Resources Midstream Management LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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 2.52.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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 2.52.05, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness filing of the Certificate such certificate of Cancellationcancellation, the existence of the Company shall ceaseterminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Managing Member or the Board, as applicable (or such other any 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Company is terminated, and the Board of Managers (or such other Person or Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5State, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Restructuring Agreement, Restructuring Agreement (Health Management Associates Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the 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 2.52.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Managing Member (or such other any 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or Persons as the Act may require or permit) Manager 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness filing of the Certificate such certificate of Cancellationcancellation, the existence of the Company shall ceaseterminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp), Membership Interest Purchase Agreement (Nextera Energy Partners, Lp)

Certificate of Cancellation. On Upon completion of the winding up of the Company, including the distribution of the assets of the Company assets as provided in this AgreementSection 14.4(a), the Board (or such other Person or Persons as the Act may require or permit) each Member shall file execute and cause to be filed a Certificate of Cancellation with in the Secretary of State of Delaware, cancel any Delaware and shall cause the cancellation 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 existence of the Company. Upon the effectiveness acceptance of the Certificate of CancellationCancellation by the Delaware Secretary of State, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Lawterminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pitney Bowes Inc /De/)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board 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, Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Equity Capital Contribution Agreement (Bloom Energy Corp)

Certificate of Cancellation. On Upon completion of the distribution of Company assets Assets as provided in this AgreementArticle 10, the Board Company is terminated (and shall not be terminated prior to such time), and the Directors (or such other Person or Persons as the Act may require or permit) shall 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 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the The Company shall cease, except as may be otherwise provided by the Act or other applicable Lawdeemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Ocean Biomedical, Inc.)

Certificate of Cancellation. On completion of the distribution ---------------------------- of Company assets as provided in this Agreementherein, the Board Company is terminated, and the 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, Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dorchester Minerals Lp)

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the distribution liquidation and winding up of Company assets as provided in this Agreementthe Company’s affairs and business, the Board (or such other Person or Persons as Members shall on behalf of the Act may require or permit) shall Company prepare and file a Certificate certificate of Cancellation cancellation with the Secretary Department of State of the State of Delaware, cancel any other filings made pursuant to as required by Section 2.5, and take such other actions as may be necessary to terminate the existence 18-203 of the CompanyAct. Upon the effectiveness of the Certificate of CancellationWhen such certificate is filed, the Company’s existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LEAF Equipment Finance Fund 4, L.P.)

Certificate of Cancellation. On completion of the distribution Distribution of Company assets as provided in this Agreementherein, the Board Company is terminated (or and the Company shall not be terminated prior to such other Person or Persons as time), and the Act may require or permit) Manager shall file or cause to be filed 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, this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the The Company shall cease, except as may be otherwise provided by the Act or other applicable Law.deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 14.04. SECTION

Appears in 1 contract

Samples: Limited Liability Company Agreement (AlTi Global, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or Persons as the Act may require or permit) Managing Member 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness filing of the Certificate such certificate of Cancellationcancellation, the existence of the Company shall ceaseterminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.. ARTICLE 13

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nextera Energy Partners, Lp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other any 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or of Managers shall direct such other Person or Persons as the Act may require or permit) shall permit to 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Equity Capital Contribution Agreement (Bloom Energy Corp)

Certificate of Cancellation. On Upon the completion of the distribution of Company assets as provided in this AgreementArticle VII, the Board (or such other Person or Persons as the Act may require or permit) Company shall file be terminated and cancelled, and U.S. Manager, shall cause a Certificate of Cancellation with to be filed in the office of the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5, and shall take such other actions as may be necessary or appropriate to terminate the existence of and wind up the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Regency Centers Corp)

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Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or any 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, 2.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (AleAnna Energy, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or Persons as the Act may require or permit) Managing Member 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 2.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness filing of the Certificate such certificate of Cancellationcancellation, the existence of the Company shall ceaseterminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.. 868227.25C-WILSR01A - MSW

Appears in 1 contract

Samples: Limited Liability Company Agreement (NextEra Energy Partners, LP)

Certificate of Cancellation. On Upon completion of the distribution of Company the Company’s assets as provided in this Agreementherein, the Company shall be terminated, and the 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, the State of Delaware under the Act and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jack Cooper Logistics, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Managing Member (or such other any 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets property as provided in this Agreementherein, the Board (or such other Person or Persons as Company shall be terminated and the Act may require or permit) Members shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.51.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Managing Member (or such other any 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Laredo Oil, Inc.)

Certificate of Cancellation. On completion of the distribution of Company --------------------------- the Company's assets as provided in this Agreementherein, the Board Company is terminated and the 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 2.52.07, and take such other actions as may ------------ be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Aor Holding Co of Indiana Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company is terminated, and the Manager (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 2.55, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nineteen Eighty-Nine, LLC)

Certificate of Cancellation. On completion of the distribution of Company the Company’s assets as provided in this Agreementherein, the Company shall be terminated, and the Board of Managers (or such other Person or Persons as the LLC Act may require required or permit) shall file a Certificate certificate of Cancellation cancellation with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5State, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cascades Enviropac HPM LLC)

Certificate of Cancellation. On completion of the winding-up of the Company pursuant to Section 18-803 of the Act and the distribution of Company property and assets as provided in this Agreementherein, the Company shall be terminated and the 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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other Person or Persons as the Act may require or permit) Company shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 2.52.5 hereof, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hirschfeld Industries, Inc.)

Certificate of Cancellation. On completion of the distribution of Company the Company’s assets as provided in this Agreementherein, the Board Company is terminated and the 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, 2.07. and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the 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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate certificate of Cancellationcancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Robertson Corbin J Jr)

Certificate of Cancellation. On Upon completion of the distribution of Company the Operating Company’s assets as provided in this Agreementherein, the Board Operating Company shall be terminated, and the 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 DelawareDelaware under the Act, cancel any other filings made pursuant to Section 2.5Sections 2.01 and 2.05, and take such other actions as may be necessary to terminate the existence of the Operating Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Alexanders J Corp)

Certificate of Cancellation. On completion of the distribution of Company assets Property as provided in this Agreementherein, the Board (or such other Person or Persons as Company shall be thereby terminated, and the Act may require or permit) Manager shall file a authorize the filing of Certificate of Cancellation with the Delaware Secretary of State of DelawareState, cancel any other filings made pursuant to Section 2.5foreign qualifications, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Operating Agreement (My Income Property, LLC)

Certificate of Cancellation. On Upon the completion of the distribution of Company assets as provided in this AgreementArticle VII, the Board (or such other Person or Persons as Company shall be terminated and cancelled, and the Act may require or permit) Manager shall file cause a Certificate of Cancellation with to be filed in the office of the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5, and shall take such other actions as may be necessary or appropriate to terminate the existence of and wind up the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Regency Centers Lp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board (or such other any 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On Upon completion of the distribution of Company assets as provided in this Agreementherein, the Board Company shall be terminated, and the Directors (or such other Person person or Persons persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 2.5, Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Operating Agreement (Harbor Global Co LTD)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company is terminated and the 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, 2.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NationsHealth, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the 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 existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.. ARTICLE 13

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Board Company is terminated, and the Managers (or such other Person person or Persons 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 2.52.05, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Operating Agreement (Maverick Oil & Gas, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the 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, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate certificate of Cancellationcancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fortis Minerals, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this Agreementherein, the Company is terminated, 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 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. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Exco Resources Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided in this AgreementAgreement and any other actions necessary to wind up the Company, the Board (or such other Person or Persons as the Act may require or permit) Managing Member 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. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Lawterminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp)

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