DISSOLUTION AND WINDING-UP     50 Sample Clauses

DISSOLUTION AND WINDING-UP     50. Section 14.1 Dissolution Events 50 Section 14.2 Winding-Up 51 Section 14.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 52 Section 14.4 Deemed Distribution and Recontribution 52 Section 14.5 Rights of Members 53 Section 14.6 Notice of Dissolution/Termination 53 Section 14.7 Allocations During Period of Liquidation 53 Section 14.8 Character of Liquidating Distributions 53 Section 14.9 The Liquidator 53 Section 14.10 Form of Liquidating Distributions 54 ARTICLE 15 MISCELLANEOUS 54 Section 15.1 Notices 54 Section 15.2 Binding Effect 55 Section 15.3 Construction 55 Section 15.4 Time 55 Section 15.5 Headings 55 Section 15.6 Severability 55 Section 15.7 Incorporation by Reference 55 Section 15.8 Variation of Terms 55 Section 15.9 Governing Law and Consent to Jurisdiction/Service of Process 56 Section 15.10 Waiver of Jury Trial 56 Section 15.11 Counterpart Execution 56 Section 15.12 Specific Performance 56 Exhibit A — Specimen LLC Interest Certificate A-1 Exhibit B — Form of Economic Disclosure Statement and Affidavit B-1 This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Amended Agreement”) shall be effective as of the 1 day of September, 2005 and is entered into by Macquarie Infrastructure Company Trust (the “Original Member”) as a Member pursuant to the provisions of the Act (as defined below) as in effect on the date hereof. The Original Member hereby agrees to the amendment and restatement of the Operating Agreement dated as of April 13, 2004 (the “Original Operating Agreement”), as previously amended and restated by the Amended and Restated Operating Agreement dated as of December 21, 2004, as provided herein.
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Related to DISSOLUTION AND WINDING-UP     50

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Dissolution and Winding Up of the Company 9.1Dissolution. The Company shall be dissolved on the happening of any of the following events:

  • Liquidation and Winding Up In the event of dissolution, the Company shall be wound up and its assets liquidated. In connection with the dissolution and winding up of the Company, the Member or such other person designated by the Member shall proceed with the sale, exchange or liquidation of all of the assets of the Company, and shall conduct only such other activities as are necessary to wind up the Company’s affairs, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • DISSOLUTION, LIQUIDATION AND MERGER 44 Section 9.1. Dissolution Upon Expiration Date..............................................................44 Section 9.2.

  • Distributions on Dissolution and Winding Up Upon the dissolution and winding up of the Company, after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, all available proceeds distributable to the Members as determined under Section 11.02 shall be distributed to all of the Members to the extent of the Members' positive Capital Account balances.

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