Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Managers, or if for any reason there is no Manager, by another Person designated by a Super-Majority Vote of the Members. In winding up the Company and liquidating assets, the Managers, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest in the Hospital and the Equipment to any Person, including AHH Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Vote of the Members.
Appears in 3 contracts
Samples: Operating Agreement (Medcath Inc), Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Managers, or if for any reason there is no Manager, by another Person designated by a Super-Majority Supermajority Vote of the Members. In winding up the Company and liquidating assets, the Managers, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest in the Hospital and the Equipment to any Person, including AHH DTO Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Supermajority Vote of the Members.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Inc)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Managers, or if for any reason there is no Manager, by another Person designated by a Super-Majority Supermajority Vote of the Members. In winding up the Company and liquidating assets, the Managers, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest in the Hospital and the Equipment to any Person, including AHH Management HHBF or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof; provided if the buyer is HHBF or any of its Affiliates, as such fair market value is approved by a Super-Majority Vote shall, at the option of the MembersInvestor Manager, be determined by independent appraisal.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the ManagersManager or, or if for any reason there is no Manager, by another Person designated by a Super-Majority Vote the Board of the MembersDirectors. In winding up the Company and liquidating assets, the ManagersManager, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's ’s interest in the Hospital and the Equipment to any Person, including AHH Management any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Vote of the Required Members.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the ManagersMedCath or, or if for any reason there is no ManagerMedCath, by another Person designated by a Super-Majority Vote the Board of the MembersDirectors. In winding up the Company and liquidating assets, the ManagersMedCath, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital operation and management of the Cath Labs and the Facility or other sums to which the Company may be entitled, and shall sell the Company's interest in the Hospital and the Equipment ’s assets to any Person, including AHH Management any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Vote of the Members.Members pursuant to Section 3.8;
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)