Dissolution/Bankruptcy. The Plan may be terminated and liquidated within 12 months of a corporate dissolution taxed under Code §331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of:
(i) The calendar year in which the plan termination and liquidation occurs
(ii) The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(iii) The first calendar year in which the payment is administratively practicable.
Dissolution/Bankruptcy a) If WP shall take any steps to dissolve itself as a corporation, or if a Bankruptcy Event (as defined below) shall occur with respect to WP, the City may, at its option: (i) take an assignment of WP’s rights and obligations under the Network Agreement; or (ii) assign WP’s rights and obligations under the Network Agreement to a third party; provided that any such third party assignee shall be
(A) a City-controlled authority or quasi-governmental entity or (B) a recognized organization qualified or capable of being qualified under Section 501(c)(3) of the Code.
Dissolution/Bankruptcy. Dissolution, termination of existence, insolvency (failure to pay its debts as they mature or the failure to maintain the fair market value of its assets in an amount greater than its liabilities on a consolidated basis for purposes herein, whichever shall first occur), a business failure, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency law by or against Borrower or any guarantor or the making by either Borrower or any guarantor of any offer or settlement, exchange or composition to their respective unsecured creditors generally ;
Dissolution/Bankruptcy. The Committee shall terminate the Plan within 12 months following a dissolution of the Company or successor Company taxable under Code §331 or with approval of a bankruptcy court under 11 U.S.C. §503(b)(1)(A), provided that the Deferred Compensation is paid to the Participants and is included in the Participants’ gross income in the latest calendar year: (i) in which the plan termination occurs; (ii) in which the amounts are no longer subject to a Substantial Risk of Forfeiture; or (iii) in which the payment is administratively practicable.
Dissolution/Bankruptcy. (a) Notwithstanding anything contained in this Agreement to the contrary, the Company may take the following actions only with approval of the Members and unanimous approvals of all members of the Board of Managers provided, however, that the Board of Managers may not vote on, or authorize the taking of, any of the following actions, unless there is each of an Independent Manager and an Independent Officer then serving in such capacity:
(i) make an assignment for the benefit of creditors;
(ii) file a voluntary petition in bankruptcy;
(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation of any jurisdiction;
(iv) fail to file an answer with respect to a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (a);
(v) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (a);
(vi) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company’s properties; or
(vii) voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company other than to Buyer (or its designee).
(b) The Company shall be dissolved and its affairs wound up only upon (i) the written consent of all the Members and all members of the Board of Managers, including the Independent Manager or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act. Notwithstanding anything in this Agreement to the contrary, and to the fullest extent permitted by applicable law, the Company shall not be dissolved if Buyer, its Affiliates, or its or their designee holds any Units of the Company.
(c) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (a) above, the Independent Manager will not owe a fiduciary duty to any Person who holds a Unit or Units, as the case may be (except as may be required by applicable law), but any fiduciary duty of such Independent Manager with regard to such action shall be owed instead to the licensees of the Company. The Independent Manager shall not serve as a receiver, l...
Dissolution/Bankruptcy. 15.1. The Company shall be dissolved and its affairs wound up upon the earliest to occur of the following: (i) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member of the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the DLLCA; or (ii) the entry of a decree of judicial dissolution of the Company under the DLLCA; or (iii) subject Section 15.2, upon the written determination of the Members. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (A) to continue the Company and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member of the Company.
15.2. Notwithstanding any other provision of this Agreement, for so long as any Obligations remain outstanding, the Company will not, and the Members (their officers or directors) or any other person will not cause the Company to, voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the prior written consent of the Members.
Dissolution/Bankruptcy. Dissolution, termination of existence, insolvency (failure to pay its debts as they mature or the failure to maintain the fair saleable value of its assets in an amount greater than its liabilities, whichever shall first occur), a business failure, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency law by or against Borrower or any guarantor or the making by either Borrower or any guarantor of any offer or settlement, exchange or composition to their respective unsecured creditors generally. For purposes of this Agreement, any guarantor shall mean any party required by this Agreement to guaranty Obligations and any party whose guaranty of Obligations is tendered to Lender to induce Lender to make this loan;
Dissolution/Bankruptcy. If a Member (i) is dissolved and wound up (unless the sole distributee of the Member’s Membership Interest is a Subsidiary of the Member’s Parent), or (ii) becomes a Bankrupt Member, then, in the case of each of clauses (i) and (ii), the affected Member shall notify the Company and the other Members thereof in writing. The other Members may thereafter elect to acquire their pro rata share of all of the Membership Interests owned by such affected Member on customary terms and at a price equal to the Fair Market Value of such Membership Interest by delivering written notice thereof to the affected Member no later than ninety (90) days after the date on which the affected Member delivers its notice to the Company and the other Members pursuant to the preceding sentence, in which case such affected Member shall be obligated to comply with the terms of this Section 3.6(e).
Dissolution/Bankruptcy. If a Member (i) is dissolved and wound up, or (ii) becomes Bankrupt, the affected Member shall notify the other Members in writing, or if the affected Member fails to provide the required notice within five Business Days, the Company shall have the right to provide the required notice to the non-affected Members (and such notice shall be deemed a Change of Control Notice for purposes of Section 6.3 and the entire Membership Interest owned by the affected Member shall be deemed to be the subject of a proposed Transfer (subject to the Lien) and, therefore, offered to the Acquiror under Section 6.3, and the affected Member shall be obligated to sell its Membership Interest in accordance with Section 6.3 and this Section 6.4.
Dissolution/Bankruptcy. If either Member (i) is dissolved and wound up, or (ii) becomes Bankrupt, the affected Member shall notify the other Member in writing, or if the affected Member fails to provide such notice within five Business Days, the Company shall have the right to provide such notice to the other Member (and such notice shall be deemed an Offer Notice for purposes of Section 3.7(e)(i)) and the entire Membership Interest owned by the affected Member shall be deemed to be the subject of a proposed Transfer and, therefore, a Subject ROFR Interest offered to the other Member at a price equal to the Fair Market Value of such Membership Interest, and the affected Member shall be obligated to sell its Membership Interest in accordance with Section 3.7(e) and this Section 3.7(g). In the case of the application of this Section 3.7(g) to the Rangeland Member, Section 3.7(e) shall apply to the Rangeland Member in the same manner and to the same extent such Section would otherwise apply to the Delek Member.
