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

Covenant Not to Withdraw or Dissolve. (a) Notwithstanding any provision of the Delaware Act, each Member hereby agrees that it has entered into this Agreement based on the expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder. Except as otherwise expressly required or permitted hereby, each Member hereunder covenants and agrees not (i) to take any action to file a certificate of dissolution or its equivalent with respect to itself, (ii) take any action that would cause a Bankruptcy of such Member, (iii) withdraw or attempt to withdraw from the Company, expect as otherwise expressly permitted by this Agreement or the Delaware Act, (iv) exercise any power under the Delaware Act to dissolve the Company, (v) transfer all or any portion of its Interest, except as expressly provided herein, or (vi) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contribution or profits), in each case without the consent of the other Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (DCP Midstream Partners, LP), Limited Liability Company Agreement (DCP Midstream Partners, LP)

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Covenant Not to Withdraw or Dissolve. (a) Notwithstanding any provision of the Delaware Act, except as expressly provided above, each Member hereby covenants and agrees that it has the Members have entered into this Agreement based on the their mutual expectation that all both Members will continue as Members and carry out the duties and obligations undertaken by them hereunder. Except hereunder and that, except as otherwise expressly required or permitted hereby, each Member hereunder hereby covenants and agrees not to (i) to take any action to file a certificate of dissolution or its equivalent with respect to itself, ; (ii) take any action that would cause a Bankruptcy of such Member, ; (iii) withdraw or attempt to withdraw funds or assets from the Company, expect except as otherwise expressly permitted by this Agreement or the Delaware Act, ; (iv) exercise any power under the Delaware Act to dissolve the Company, ; (v) transfer Transfer all or any portion of its Interest, except as expressly provided herein, ; or (vi) demand a return of such Member’s 's contributions or profits (or a bond or other security for the return of such contribution or contributions of profits), in each case without the consent of the other MembersUnanimous Approval.

Appears in 2 contracts

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

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Covenant Not to Withdraw or Dissolve. (a) Notwithstanding any provision of the Delaware Act, each Member hereby covenants and agrees that it has entered into this Agreement based on the expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder. Except as otherwise expressly required or permitted herebyby this Agreement, including, but not limited to Section 14.1(a), each Member hereunder hereby covenants and agrees not to: (i) to take any action to file a certificate of dissolution or its equivalent with respect to itself, ; (ii) take any action that would cause a Bankruptcy bankruptcy of such Member, ; (iii) withdraw or attempt to withdraw from the Company, expect as otherwise expressly permitted by this Agreement or the Delaware Act, ; (iv) exercise any power under the Delaware Act to dissolve the Company, ; (v) transfer all or any portion of its Interest, Company Interest except as expressly provided herein, ; or (vi) demand a return of such Member’s contributions or profits (or a bond or other security for the return of such contribution or contributions of profits), in each case without the consent of the other MembersManager.

Appears in 1 contract

Samples: Operating Agreement

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