Dissolution Liquidation and Termination of the Company. 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.
Dissolution Liquidation and Termination of the Company. Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events:
8.1.1 the Consent of all of the Members;
8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or
8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Dissolution Liquidation and Termination of the Company. 9.1 Dissolution .....................................................21 9.2
Dissolution Liquidation and Termination of the Company. EFFECT OF BREACH
Dissolution Liquidation and Termination of the Company. 48 9.1 Limitations 48 9.2 Exclusive Causes 48 9.3 Effect of Dissolution 49
Dissolution Liquidation and Termination of the Company. 7.1. Events of Dissolution
7.2. Procedure for Winding Up and Dissolution
7.3. Filing of Certificate of Cancellation
Dissolution Liquidation and Termination of the Company. 8.1 EVENTS OF DISSOLUTION The Company shall be dissolved upon the happening of any of the following events:
(a) if SFC determines, or if SFC is no longer a Member, all of the Successors unanimously determine, to dissolve the Company;
(b) at any time there are no Members unless, within ninety (90) days after the occurrence that terminated the membership of the last remaining Member, the successor-in- interest of the last remaining Member agrees in writing to continue the Company and to the admission of the successor-in-interest of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member;
(c) the entry of a decree of judicial dissolution under 6 Del. Ch. sec 18-802, or
(d) the happening of any other event that makes it unlawful, impossible, or impracticable to carry on the business of the Company. The Company shall not dissolve merely because of the death, retirement, resignation, expulsion or Involuntary Withdrawal of SFC or a Successor, and upon the occurrence of such an event, the Company shall continue without dissolution, unless within ninety (90) days following the occurrence of such an event, Members owning a majority of the Interests agree in writing to dissolve the Company.
Dissolution Liquidation and Termination of the Company. 8.1 Events of Dissolution, The Company shall only be dissolved at such time as the Member determines to dissolve the Company.
Dissolution Liquidation and Termination of the Company. 8.1 Upon the occurrence of any of the following events, the Company, with the approval of the shareholders, may be dissolved;
(1) The operation terms expires;
(2) A resolution of dissolution is approved by the board of shareholders;
(3) Dissolution as a result of merger or division of the Company;
(4) The business license is cancelled or revoked or the Company is ordered to be shut down according to Laws;
(5) Being unable to continue the business due to force majeure;
(6) Exceptional hardship in the operation and management of the Company, which results in the great loss to the shareholders and cannot be solved through other manners.
8.2 If the Company dissolves due to the Clause (1), (2), (4), (5), (6) of the Section 8.1 above, the shareholder shall constitute a liquidation committee and begin to liquidate within 15 days upon the dissolution. The remaining property after the liquidation available for distribution shall be allocated among the Parties on a pro-rata basis.
Dissolution Liquidation and Termination of the Company. A. The Company shall be dissolved, and its affairs shall be wound up, upon the first to occur of the following: (i) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
B. Notwithstanding any other provision of this Agreement, the Involuntary Withdrawal of the Member shall not cause the Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
C. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), 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.
D. The Company shall terminate when (i) all of the remaining assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.
