Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event): (a) a determination by a Special Approval Vote that the Company should be dissolved; (b) the sale of all or substantially all of the assets of the Company; (c) the entry of a decree of judicial dissolution under the Act; or (d) at such earlier time as may be required by applicable law.
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Samples: Limited Liability Company Agreement (Kadmon Holdings, LLC), Limited Liability Company Agreement (Kadmon Holdings, LLC)
Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(a) a determination Unanimous Approval by a Special Approval Vote the Board of Directors that the Company should be dissolved;
(b) the sale of all or substantially all of the assets of the Company;; and
(c) unwinding of the entry Joint Venture Agreement as set forth in Article XII of a decree of judicial dissolution under the Act; or
(d) at such earlier time as may be required by applicable lawJoint 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, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(a) a unanimous determination by a Special Approval Vote the Members that the Company should be dissolved;
(b) Unanimous Consent by the sale Board of all or substantially all of Directors that the assets of the CompanyCompany should be dissolved;
(c) the entry of a decree of judicial dissolution under section 18-802 of the Act; orand
(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. (a) The Company shall be dissolved, its assets disposed of of, and its affairs wound up upon the happening of the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(ai) a determination A vote or consent by a Special Approval Vote the Member that the Company should be dissolved;.
(bii) the sale of all or substantially all of the assets The stated date for dissolution of the Company;, if any, set forth in the Articles of Organization.
(ciii) the entry of a decree of judicial A dissolution under the Act; or
(d) at such earlier time event as may be required he provided by applicable law, to the extent not overridden by this Agreement.
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Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up dissolved upon the first to occur occurrence of any of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):events:
(a) a The determination by a Special Approval Vote the Member that the Company should be dissolved;
(b) the The sale or other disposition of all or substantially all of the Company's assets and the receipt of the Companyall payments therefor in cash;
(c) The expiration of the entry period fixed for the duration of the Company set forth in the Certificate; or
(d) Entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(d) at such earlier time as may be required by applicable law.
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Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up dissolved upon the first to occur occurrence of any of the following following; (any of which, for the avoidance of doubt, constitutes a Conversion Event):
(ai) a determination in writing by the Member to dissolve the Company; (ii) the entry of a Special Approval Vote that decree of judicial dissolution pursuant to the Company should be dissolved;
LLC Act and the provisions of succeeding law; (biii) the dissolution of the Member, or (iv) the sale of all or substantially all of the Company's assets and the payment of the Company;
(c) the entry of all its creditors; such events are hereinafter referred to as a decree of judicial dissolution under the Act; or
(d) at such earlier time as may be required by applicable law"Dissolution Event."
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Samples: Limited Liability Company Agreement (Sanford Recycling & Transfer, Inc.)
Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(a) a determination Unanimous Approval by a Special Approval Vote the Board of Directors that the Company should be dissolved;
(b) the sale of all or substantially all of the assets of the Company;
(c) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or
(d) at such earlier time as may be required by applicable law.
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Samples: Limited Liability Company Agreement (Concha Y Toro Winery Inc)
Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(a) a determination by a Special Approval Vote the unanimous written consent of all the Members that the Company should be dissolved;
(b) the sale of all or substantially all of the assets of the Company;
(c) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or
(d) at such earlier time as may be required by applicable law.
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Samples: Limited Liability Company Agreement (Hollywood Media Corp)
Dissolution of the Company. The Company shall be dissolved, its assets disposed of liquidated, and its affairs wound up upon on the first to occur occurrence of any of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):events:
(ai) a determination by a Special Approval Vote that By the Company should be dissolved;unanimous written agreement of all Members; or
(bii) the sale of all or substantially all of the assets of the Company;
(c) the The entry of a decree of judicial dissolution under Section 813 of the Act; or
(diii) at The occurrence of a Dissolution Event followed by the remaining Members’ failure to unanimously consent to the continuation of the Company as provided herein; or
(iv) At such earlier time as may be required by applicable law.
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Dissolution of the Company. The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following (any of which, for the avoidance of doubt, constitutes a Conversion Event):following:
(a) a determination by a Special Approval Vote the unanimous written consent of all the Members that the Company should be dissolved;
(b) the sale of all or substantially all of the assets of the Company, provided, however, that no Manager shall have the power to cause same without consent of all Members;
(c) the entry of a decree of judicial dissolution under Section 702 of the Act; or
(d) at such earlier time as may be required by applicable law.
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