Common use of Dissolution of the Company Clause in Contracts

Dissolution of the Company. The Company shall be dissolved upon the occurrence of any of the following events: (a) the consent of all the Members to dissolve the Company; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets (for this purpose, excluding Financial Accounts Assets); or (c) the entry of an order of judicial dissolution of the Company under the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (MorningStar Partners, L.P.), Limited Liability Company Agreement (MorningStar Partners, L.P.)

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Dissolution of the Company. The Company shall be dissolved upon the occurrence of any of the following eventsupon: (a) the consent adoption of all a plan of dissolution by the Members to dissolve the CompanyInitial Member; (b) the consummation entry of any sale, lease, exchange, or other transfer in one transaction or a series decree of related transactions of all or substantially all of the Company’s assets (for this purpose, excluding Financial Accounts Assets)judicial dissolution; or (c) the entry sale or other disposition of an order of judicial dissolution all of the Company under assets of the ActCompany.

Appears in 2 contracts

Samples: Operating Agreement (Mountain Falls, LLC), Operating Agreement (Ranch Golf Club, LLC)

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following events:(any of which, for the avoidance of doubt, constitutes a Conversion Event): (a) a determination by a Special Approval Vote that the consent of all the Members to dissolve the CompanyCompany should be dissolved; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions sale of all or substantially all of the assets of the Company’s assets (for this purpose, excluding Financial Accounts Assets); or; (c) the entry of an order a decree of judicial dissolution of the Company under the Act; or (d) at such earlier time as may be required by applicable law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Kadmon Holdings, LLC), Limited Liability Company Agreement (Kadmon Holdings, LLC)

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following eventsfollowing: (a) a Unanimous Approval by the consent Board of all Directors that the Members to dissolve the CompanyCompany should be dissolved; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions sale of all or substantially all of the assets of the Company’s assets (for this purpose, excluding Financial Accounts Assets); orand (c) the entry of an order of judicial dissolution unwinding of the Company under Joint Venture Agreement as set forth in Article XII of the ActJoint Venture Agreement.

Appears in 2 contracts

Samples: Joint Venture Agreement (Constellation Brands, Inc.), Limited Liability Company Agreement (Constellation Brands, Inc.)

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following eventsfollowing: (a) the consent of all a unanimous determination by the Members to dissolve that the CompanyCompany should be dissolved; (b) Unanimous Consent by the consummation Board of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all of Directors that the Company’s assets (for this purpose, excluding Financial Accounts Assets); orCompany should be dissolved; (c) the entry of an order a decree of judicial dissolution under section 18-802 of the Company under the Act; and (d) at such earlier time as may be required by applicable law.

Appears in 2 contracts

Samples: Joint Venture Agreement (Huneeus Vintners LLC), Joint Venture Agreement (Constellation Brands, Inc.)

Dissolution of the Company. The Company shall be dissolved upon dissolved, its assets liquidated, and its affairs wound up on the occurrence of any of the following events: (ai) By the consent unanimous written agreement of all the Members to dissolve the Company; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets (for this purpose, excluding Financial Accounts Assets)Members; or (cii) the The entry of an order a decree of judicial dissolution under Section 813 of the Act; or (iii) The occurrence of a Dissolution Event followed by the remaining Members’ failure to unanimously consent to the continuation of the Company under the Actas provided herein; or (iv) At such earlier time as may be required by applicable law.

Appears in 1 contract

Samples: Operating Agreement (Sport Haley Inc)

Dissolution of the Company. The Subject to the other terms set forth in this Agreement, the Company shall be dissolved upon the occurrence of any first to occur of the following events: (a) the consent of all the Members 10.1.1 The Director’s determination to dissolve the Company; (b) Company upon or at any time after the consummation of any sale, lease, exchange, sale or other transfer in one transaction or a series of related transactions disposition of all or substantially all of the Company’s assets (for this purpose, excluding Financial Accounts property and Assets); or (c) the entry 10.1.2 An order by a court of an order of judicial dissolution of competent jurisdiction decrees that the Company under the Actbe dissolved.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Ocean Biomedical, Inc.)

Dissolution of the Company. (a) The Company shall be dissolved dissolved, its assets disposed of, and its affairs wound up upon the occurrence of any happening of the following eventsfirst to occur of the following: (ai) A vote or consent by the consent of all Member that the Members to dissolve the Company;Company should be dissolved. (bii) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all The stated date for dissolution of the Company’s assets (for this purpose, excluding Financial Accounts Assets); orif any, set forth in the Articles of Organization. (ciii) A dissolution event as may he provided by applicable law, to the entry of an order of judicial dissolution of the Company under the Actextent not overridden by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (B&H Contracting, L.P.)

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Dissolution of the Company. The Company shall be dissolved upon the occurrence of any of the following eventsupon: (a) the consent sale or other disposition of all or substantially all of the Members to dissolve assets of the Company; (b) any other event causing the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all dissolution of the Company’s assets (for this purpose, excluding Financial Accounts Assets)Company under the laws of the Formation State; or (c) the entry agreement of an order of judicial dissolution a Supermajority of the Company under Investor Members and the ActManaging Member.

Appears in 1 contract

Samples: Operating Agreement

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following eventsfollowing: (a) Unanimous Approval by the consent Board of all Directors that the Members to dissolve the CompanyCompany should be dissolved; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions sale of all or substantially all of the assets of the Company’s assets (for this purpose, excluding Financial Accounts Assets); or; (c) the entry of an order a decree of judicial dissolution under Section 18-802 of the Company under the Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Concha Y Toro Winery Inc)

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following eventsfollowing: (a) a determination by the unanimous written consent of all the Members to dissolve that the CompanyCompany should be dissolved; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions sale of all or substantially all of the assets of the Company’s assets (for this purpose, excluding Financial Accounts Assets); orprovided, however, that no Manager shall have the power to cause same without consent of all Members; (c) the entry of an order a decree of judicial dissolution under Section 702 of the Company under the Act; or (d) at such earlier time as may be required by applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Excel Corp)

Dissolution of the Company. The Company shall be dissolved dissolved, its assets disposed of and its affairs wound up upon the occurrence of any first to occur of the following eventsfollowing: (a) a determination by the unanimous written consent of all the Members to dissolve that the CompanyCompany should be dissolved; (b) the consummation of any sale, lease, exchange, or other transfer in one transaction or a series of related transactions sale of all or substantially all of the assets of the Company’s assets (for this purpose, excluding Financial Accounts Assets); or; (c) the entry of an order a decree of judicial dissolution under Section 18-802 of the Company under the Act; or (d) at such earlier time as may be required by applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hollywood Media Corp)

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