Common use of Covenant Not to Withdraw or Dissolve Clause in Contracts

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, (e) transfer all or any portion of his, her or its Membership Interest in the Company, (f) petition for judicial dissolution of the Company, or (g) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Members.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Wornick CO Right Away Division, L.P.), Limited Liability Company Operating Agreement (Services International LLC), Operating Agreement (TWC Holding Corp.)

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Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Delaware Act, but except as otherwise expressly provided in this Agreementabove, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all both Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (ai) take any action to file a certificate of dissolution or its equivalent with respect to itself, ; (bii) take any action that would cause voluntary bankruptcy a Bankruptcy of such Member, ; (ciii) withdraw or attempt to withdraw funds or assets from the Company, except as otherwise expressly permitted by the Delaware Act; (div) exercise any power under the Delaware Act to dissolve the Company, ; (ev) transfer Transfer all or any portion of hisits Interest, her or its Membership Interest in the Company, (f) petition for judicial dissolution of the Company, except as expressly provided herein; or (gvi) demand a return of such Member’s 's contributions or profits (or a bond or other security for the return of such contributions or of profits) ), in each case without the unanimous consent of the MembersUnanimous Approval.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Energy Conversion Devices Inc), Limited Liability Company Agreement (Energy Conversion Devices Inc)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Delaware Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have it has entered into this Agreement based on their mutual the expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except hereunder. Except as otherwise expressly required or permitted hereby, each Member hereby hereunder covenants and agrees not to (ai) take any action to file a certificate of dissolution or its equivalent with respect to itself, (bii) take any action that would cause voluntary bankruptcy a Bankruptcy of such Member, (ciii) withdraw or attempt to withdraw from the Company, except as otherwise expressly permitted by this Agreement or the Delaware Act, (div) exercise any power under the Delaware Act to dissolve the Company, (ev) transfer all or any portion of hisits Interest, her or its Membership Interest in the Company, (f) petition for judicial dissolution of the Companyexcept as expressly provided herein, or (gvi) demand a return of such Member’s contributions Capital Contributions or profits (or a bond or other security for the return of such contributions or profits) ), in each case without the unanimous consent of the other Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.), Limited Liability Company Agreement (Atlas Pipeline Partners Lp)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Each Member hereby covenants and agrees that the Members have entered into this Agreement based on their then mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to to: (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, , (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, , (dc) exercise any power under the Act to dissolve the Company, , (ed) transfer Transfer all or any portion of his, her or its Membership Interest interest in the Company, Company (fother than in a Permitted Transfer), (e) petition for judicial dissolution of the Company, or or (gf) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of holders of a majority of the MembersVoting Interests Percentage, or except as otherwise specifically allowed under this Agreement.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Lakes Entertainment Inc)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary bankruptcy a Voluntary Bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, (e) transfer Transfer all or any portion of his, her or its Membership Interest his interest in the Company, (f) petition for judicial dissolution of the Company, or (g) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the MembersMembers holding more than fifty percent (50%) of the Percentage Interests.

Appears in 2 contracts

Samples: Subscription Agreement (Extra Space Storage Inc.), Subscription Agreement (Extra Space Storage Inc.)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except Except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise ------------------------------------ expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary a bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, (e) transfer all or any portion of his, her or its Membership Interest in the CompanyCompany (other than to a Permitted Transferee), (f) petition for judicial dissolution of the CompanyCompany or subject the Company or the Property to the authority or jurisdiction of any court of bankruptcy, insolvency, receivership or other similar proceeding, (g) demand a return of such Member’s contributions 's Capital Contributions or profits Profits (or a bond or other security for the return of such contributions Capital Contributions or profitsProfits) without the unanimous consent of the MembersMembers or (h) pledge, encumber or hypothecate its Interest in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (St John Knits Inc)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except Except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to to, without the prior written consent of the Managing Member, (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, (e) transfer Transfer all or any portion of his, her or its Membership Interest in the CompanyCompany except as expressly permitted hereunder, (f) petition for judicial dissolution of the Company, or (g) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Members).

Appears in 1 contract

Samples: Operating Agreement (New York Health Care Inc)

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Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have it has entered into this Agreement based on their mutual the expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except hereunder. Except as otherwise expressly required or permitted herebyby this Agreement, including, but not limited to Section 14.1(a), each Member hereby covenants and agrees not to to: (ai) take any action to file a certificate of dissolution or its equivalent with respect to itself, ; (bii) take any action that would cause voluntary a bankruptcy of such Member, ; (ciii) withdraw or attempt to withdraw from the Company, ; (div) exercise any power under the Act to dissolve the Company, ; (ev) transfer all or any portion of his, her or its Membership Company Interest in the Company, (f) petition for judicial dissolution of the Company, except as expressly provided herein; or (gvi) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or of profits) ), in each case without the unanimous consent of the MembersManager.

Appears in 1 contract

Samples: Operating Agreement

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, , (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, , (dc) exercise any power under the Act to dissolve the Company, , (ed) transfer Transfer all or any portion of his, her or its Membership Interest interest in the Company, Company (fother than in a Permitted Transfer), (e) petition for judicial dissolution of the Company, or or (gf) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of holders of a majority of the Percentage Interests held by the Members, or except as otherwise specifically allowed under this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Lakes Entertainment Inc)

Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, but except as otherwise provided in this Agreement, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause voluntary bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, (e) transfer all or any portion of his, her or its Membership Interest his interest in the Company, (f) petition for judicial dissolution of the Company, or (g) demand a return of such Member’s 's contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Members.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Integrated Defense Technologies Inc)

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