Dissolution of the LLC Sample Clauses

Dissolution of the LLC. Medicis shall dissolve the LLC within eight (8) months of the Closing Date and shall not use the name Exorex in connection with any of its Affiliates or any Products sold by Medicis or its Affiliates. Medicis shall not infringe or seek to infringe on the Exorex Trademark pursuant to applicable United States law.
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Dissolution of the LLC. After the Closing of the sale described in this Purchase Agreement, the Investor contemplates, in conformance with Delaware law, (i) dissolving, but is not required to dissolve, the LLC, and (ii) distributing all of the LLC's assets and liabilities to itself. Prior to taking any such actions, the Investor shall agree to be bound by, and shall become a party to, the ALL Shareholders' Agreement.
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Dissolution of the LLC. As soon as practicable, but in no event later than ninety (90) days after the First Tranche Closing, the Company shall dissolve the LLC, and assign, transfer, or distribute any assets or property listed on Schedule 2.17 of the Schedule of Exceptions, including Intellectual Property listed on Schedule 2.26 of the Schedule of Exceptions, to the Company.
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Dissolution of the LLC. (a) The LLC shall not be dissolved by the admission of Members in accordance with the terms of this Agreement. The death, withdrawal, bankruptcy or dissolution of a Non-Managing Member, or the occurrence of any other event which terminates the Interest of a Non-Managing Member in the LLC, shall not, in and of itself, cause the LLC to be dissolved and its affairs wound up. To the fullest extent permitted by applicable law, upon the occurrence of any such event, the Managing Member may, without any further act, vote on approval of any Member, admit any Person to the LLC as an additional or substitute Non-Managing Member in the LLC, which admission shall be effective as of the date of the occurrence of such event, and the business of the LLC shall be continued without dissolution. (b) The LLC shall be dissolved and its affairs shall be wound up upon the earliest to occur of any of the following events: (i) upon the bankruptcy or insolvency of the Managing Member; (ii) upon the assignment by the Managing Member of its entire interest in the LLC when the assignee is not admitted to the LLC as a managing member of the LLC in accordance with this Agreement or the filing of a certificate of dissolution or its equivalent with respect to the Managing Member, or the revocation of the Managing Member’s charter and the expiration of 90 days after the date of notice to the Managing Member of revocation without a reinstatement of its charter, or if any other event occurs that causes the Managing Member to cease to be a managing member of the LLC under the LLC Act, unless the business of the LLC is continued in accordance with the LLC Act; (iii) the entry of a decree of judicial dissolution under the Act; (iv) the LLC has redeemed or otherwise purchased all of the Preferred Securities; (v) the written consent of all Members; (vi) upon the election of the Managing Member, following the occurrence and continuation of a Special Event; (vii) upon written direction of the Special Representative pursuant to Section 6.3; or (viii) the stated maturity of the Preferred Securities on August 19, 2065.
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Dissolution of the LLC 
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Related to Dissolution of the LLC

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution of the Issuer Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust Agreement.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

  • 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 Winding Up (a) The Partnership shall be dissolved upon (i) the adoption of a plan of dissolution by the General Partner(s) or (ii) the occurrence of any event required to cause the dissolution of the Partnership under the Act. (b) Any dissolution of the Partnership shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Partnership shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act. (c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnership’s intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

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