Dissolution and Winding Up of the Company. Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.
Dissolution and Winding Up of the Company. 1Dissolution. The Company shall be dissolved on the happening of any of the following events:
Dissolution and Winding Up of the Company. (a) The Company shall dissolve, its assets disposed of, and its affairs wound up upon the first to occur of the following (each a “Dissolution Event”):
(i) the date that is 45 days after all Investment Property(ies) Sale;
(ii) the date that is 45 days after the implementation and completion of any Alternate Exit Strategy; or
(iii) as soon as is reasonably practicable after the mutual agreement of the majority (51% or more) of the Members (including the Manager) according to their percentage interests in the Company.
(b) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors (if any). The Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall take full account of the liabilities of the Company and the assets, and shall either cause its assets to be sold or distributed, and if sold, as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefore, to be applied and distributed as provided below.
(c) After determining that all known debts, liabilities and expenses of the Company have been paid or adequately provided for (including, but not limited to, those expenses which are able to be deducted from “Distributable Cash”, as that term is used herein), the remaining assets shall be distributed to the Members in accordance with their Percentage Interests.
(d) Upon the occurrence of a Dissolution Event and thereafter, other than with respect to the winding up of the Company pursuant to this, the Members shall no longer be considered Members in the Company and this Operating Agreement and the provisions and terms hereof shall be null and void.
Dissolution and Winding Up of the Company. 8.01 Events Causing Dissolution of the Company Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve, or the admission or substitution of a new Member, the Company shall not be dissolved but its business shall continue without interruption or break in continuity. Upon the bankruptcy, retirement, resignation, expulsion or other cessation to serve of any Member, the other Member shall continue to serve as a Member of the Company in accordance with the provisions of this Agreement. The Company shall be dissolved upon the first to occur of: (a) the expiration of the term of the Company, unless such term has been extended by the unanimous agreement of the Members; (b) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of its distributive share of any and all cash proceeds delivered therefrom; or (c) the affirmative election of all representatives on the Management Committee to dissolve the Company. Except as may be permitted in accordance with this Section 8.01 or other terms of this Agreement, no Member shall have the right to, and each Member hereby agrees that it shall not, seek to dissolve or cause the dissolution of the Company or seek to cause a partial or whole distribution or sale of Company assets whether by court action or otherwise, it being agreed that any actual or attempted dissolution, distribution or sale would cause a substantial hardship to the Company and the remaining Members.
Dissolution and Winding Up of the Company. 7.1 Events Causing the Dissolution of the Company. The Company is dissolved and is to be wound up upon the happening of any of the following events, whichever first occurs: (i) the occurrence of an Event of Withdrawal with respect to Original Member; (ii) the decision of Original Member to so dissolve and wind up the Company; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Dissolution and Winding Up of the Company. 8.01 Events Causing Dissolution of the Company
Dissolution and Winding Up of the Company. 12.01 Events Causing Dissolution of the Company Upon any Member's bankruptcy, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. However, the Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events: (a) Failure to Deliver Initial Annual Business Plan. The election of Tejon to dissolve the Company if Majestic does not deliver the annual business plan for the first Business Plan Period for any reason to the Executive Committee pursuant to Section 2.07 on or before May 10, 2021 (provided such election is made prior to the date (if any) that the Executive Committee approves the initial annual business plan for the Company); (b)
Dissolution and Winding Up of the Company. 56 12.01 Events Causing Dissolution of the Company ...................................................... 56 12.02 Winding Up of the Company ............................................................................... 57 12.03
Dissolution and Winding Up of the Company. 8.01. Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve or the admission of any new member into the Company, the Company shall not dissolve, but the business of the Company shall continue without interruption and without any break in continuity. The Company shall be dissolved and its affairs wound up upon the first to occur of: (i) the expiration of the term of the Company unless such term has been extended by the Members; (ii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all Net Cash derived therefrom; (iii) the agreement of the Members to dissolve the Company; or (iv) the entry of a decree of judicial dissolution pursuant to the Act.
Dissolution and Winding Up of the Company. 12.01 Events Causing Dissolution of the Company Upon any Member's bankruptcy, resignation, withdrawal, expulsion or other cessation to serve or the admission of a new member into the Company, the Company shall not dissolve but the business of the Company shall continue without interruption or break in continuity. However, the Company shall be dissolved and its affairs wound up upon the first to occur of any of the following events: (a) Failure to Deliver Initial Annual Business Plan. The election of Tejon to dissolve the Company if DP does not deliver the annual business plan for the first Business Plan Period for any reason to the Executive Committee pursuant to Section 2.07 within ninety (90) days following the Effective Date of this Agreement (provided such election is made prior to the date (if any) that the Executive Committee approves the initial annual business plan for the Company); (b)
