Dissolution Events Sample Clauses
Dissolution Events. The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.
Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any of the following:
(1) subject to Section 6.5, the decision by the Member to dissolve the Company;
(2) the occurrence of an event that makes it unlawful for the Company’s business to be continued;
(3) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or
(4) 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 in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act.
(b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional 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 (i) to continue the Company and (ii) 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 or the Member in the Company.
(c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.
(d) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be a member of the C...
Dissolution Events. The Company will be dissolved on any of the following events:
(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 in the Company unless the business of the Company is continued as permitted by this Agreement or the Act; or
(ii) the entry of a decree of judicial dissolution under the Act.
Dissolution Events. The Company will be dissolved upon the happening of any of the following events:
(a) All or substantially all of the assets of the Company are sold, exchanged, or otherwise transferred (unless the Member has elected to continue the business of the Company);
(b) The Member signs a document stating its election to dissolve the Company;
(c) The entry of a final judgment, order, or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal; or
(d) The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act.
Dissolution Events. The Company shall dissolve only upon the first to occur of any of the following events: (i) approval of the Member to dissolve the Company; or (ii) the entry of a decree of judicial dissolution under the Act.
Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following events (each a “Liquidating Event”):
(i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner;
(ii) an election to dissolve the Partnership made in writing by the General Partner, in its sole and absolute discretion;
(iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act;
(iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or
(v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.
Dissolution Events. There will be a dissolution of the Fund and its affairs shall be wound up upon the first to occur of any of the following events (each an “Event of Dissolution”):
(a) the dissolution of the Fund as provided in Section 1.4;
(b) the last Business Day of the first Fiscal Year following the end of the Investment Period in which all Portfolio Investments acquired or agreed to be acquired by the Fund have been sold or otherwise disposed of;
(c) the determination by the Board, subject to any Member approvals required by the Investment Company Act;
(d) upon the vote of Common Unitholders holding 75% of outstanding Common Units at any time for any reason;
(e) the termination of the legal existence of the last remaining member of the Fund or the occurrence of any other event which terminates the continued membership of the last remaining member of the Fund in the Fund unless the Fund is continued without dissolution in a manner permitted by the Delaware Act; or
(f) the entry of a decree of judicial dissolution of the Fund under Section 18-802 of the Delaware Act.
Dissolution Events. (a) Except as set forth in Section 11.1(b), no Partner shall have the right to dissolve the Partnership.
(b) The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of the following events:
(i) The sale, distribution, or other disposition of all or substantially all of the assets of the Partnership;
(ii) The entry of a decree of judicial dissolution of the Partnership pursuant to Section 8.02 of the Act; or
(iii) Subject to Section 11.2, the occurrence of an event with respect to the General Partner described in Section 4.02(a)(4) of the Act.
Dissolution Events. 13.1(a) The Partnership will dissolve and terminate upon the written consent of all the General Partners or upon the entry of a decree of judicial dissolution under KyULPA. The Partnership will not dissolve upon the transfer of a General Partner's Interest to a qualified successor in interest, as provided above. Further, the Partnership will not dissolve upon the death, bankruptcy, adjudication of incompetency or insanity or withdrawal of a Limited Partner or an assignment by a Limited Partner of his/her interest in the Partnership. In any such event, the General Partner will have the right and duty to continue the business of the Partnership under the terms of this Agreement.
Dissolution Events. (a) The Partnership will dissolve and terminate upon the written consent of all the General Partners or upon the entry of a decree of judicial dissolution under KXXXX. The Partnership will not dissolve upon the transfer of a General Partner’s Interest to a qualified successor in interest, as provided above. Further, the Partnership will not dissolve upon the death, bankruptcy, adjudication of incompetency or insanity or withdrawal of a Limited Partner or an assignment by a Limited Partner of his/her interest in the Partnership. In any such event, the General Partner will have the right and duty to continue the business of the Partnership under the terms of this Agreement.
(b) Notwithstanding the preceding, the Partnership should not be dissolved under any circumstances until the later to occur of (a) five years after the death of Sxxxxx X. Xxxxxx and (b) one year after the sale of Republic Bancorp.