Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 38 contracts
Samples: Operating Agreement (Fundrise eFund, LLC), Operating Agreement (Fundrise East Coast Opportunistic REIT, LLC), Operating Agreement (Fundrise Midland Opportunistic REIT, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 28 contracts
Samples: Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Fundrise Development eREIT, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company COMPANY by the Manager MANAGING MEMBER (or, if the Manager MANAGING MEMBER has been removed for “"cause” " pursuant to Section 5.25.2 of this OPERATING AGREEMENT, an election to dissolve the Company COMPANY by an affirmative vote of the holders Shareholders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon)) or the BOARD OF DIRECTORS;
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the CompanyCOMPANY;
(iiic) the entry of a decree of judicial dissolution of the Company COMPANY pursuant to the provisions of the Delaware ActDELAWARE ACT; or
(ivd) at any time that there are no members Shareholders of the CompanyCOMPANY, unless the business of the Company COMPANY is continued in accordance with the Delaware ActDELAWARE ACT.
Appears in 8 contracts
Samples: Operating Agreement (Strategic Hotel Ventures, LLC), Operating Agreement (Century West Multifamily Income Reit, LLC), Operating Agreement (Century West Multifamily Income Reit, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iviii) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund Manager LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon)Manager;
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 7 contracts
Samples: Operating Agreement (Landa Financing LLC), Limited Liability Company Agreement (One Chestnut Realty LLC), Limited Liability Company Agreement (Solis Seattle, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares Bits then Outstanding entitled to vote thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 3 contracts
Samples: Operating Agreement (Building Bits Properties I, LLC), Operating Agreement (Building Bits Properties I, LLC), Operating Agreement (Building Bits Properties I, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the issued and Outstanding Common Shares then Outstanding entitled to vote thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 2 contracts
Samples: Operating Agreement (Platform Ventures Diversified Housing REIT, LLC), Operating Agreement (Platform Ventures Diversified Housing REIT, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iviii) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (MogulREIT I, LLC), Limited Liability Company Agreement (MogulREIT I, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company which shall be ratified by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 2 contracts
Samples: Operating Agreement (NY Residential REIT, LLC), Operating Agreement (NY Residential REIT, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);thereon);
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;Company;
(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; Act; or
(iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Samples: Operating Agreement
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or;
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or
(e) a judicial determination.
Appears in 1 contract
Samples: Operating Agreement (Legacyhub Multifamily Reit I, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager Board (or, if the Manager Board has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Samples: Operating Agreement (LODE Payments International LLC)
Dissolution and Termination. (a) a. The Company shall not be dissolved by the admission of Substitute Members or Additional MembersMembers associated with the Company. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) i. an election to dissolve the Company by the Manager (or, if Board of Directors that is separately approved by the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(ii) . the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iii) . the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) . at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Reliance Real Estate Trust, LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager Board (or, if the either Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Samples: Operating Agreement (StartEngine Real Estate REIT 1 LLC)
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
(ia) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;
(iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(ivd) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.
Appears in 1 contract
Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional MembersMembers or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon:
(i) : an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon);
(ii) Managing Member; the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the Company;
(iiiobsolesce of a Series Property) and the subsequent election to dissolve the Company by the Managing Member; the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or
(iv) at any time that there are no members Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.; or
Appears in 1 contract
Samples: Limited Liability Company Agreement (Arrived Homes 5, LLC)