Dissolution; Liquidating Events. The Company shall be dissolved only upon the determination by all of the Members to dissolve the Company and wind up the affairs of the Company (an “Event of Termination”). No other event, including the retirement, insolvency, liquidation, dissolution, insanity, expulsion, bankruptcy, death, incapacity or adjudication of incompetency of a Member (or any Manager), shall cause the Company to be dissolved; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within ninety (90) days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other Person designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of the last remaining member of the Company.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (CF Industries Holdings, Inc.), Limited Liability Company Agreement (CHS Inc), Limited Liability Company Agreement (CF Industries Holdings, Inc.)
Dissolution; Liquidating Events. The Company shall be dissolved only upon the determination by all of the Members to dissolve the Company and wind up the affairs of the Company (an “Event of Termination”). No other event, including the retirement, insolvency, liquidation, dissolution, insanity, expulsion, bankruptcy, death, incapacity or adjudication of incompetency of a Member (or any Manager), shall cause the Company to be dissolved; provided, however, that in the event of any occurrence resulting in the termination of the continued membership of the last remaining member of the Company, the Company shall be dissolved unless, within ninety (90) days following such event, the personal representative of the last remaining member agrees in writing to continue the Company and to the admission of such personal representative (or any other Person designated by such personal representative) as a member of the Company, effective upon the event resulting in the termination of the continued membership of the last remaining member of the Company.. 12.2
Appears in 1 contract
Samples: CHS Inc
