Common use of Dissolving Events Clause in Contracts

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) and Section 4.3, respectively; or (b) any event which, under applicable law, would cause the dissolution of the Company; provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc)

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Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) ), Section 4.3 and Section 4.34.12, respectively; or (b) any event which, under applicable law, would cause the dissolution of the Company; provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) Sections 5.3 and Section 4.34.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (IAA Acquisition Corp.), Limited Liability Company Agreement (Adesa California, LLC), Limited Liability Company Agreement (Carbuyco, LLC)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) Sections 5.3 and Section 4.34.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Xxxxxxxx Islands Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.), Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) ), Section 4.3 and Section 4.34.11, respectively; or (b) any event which, under applicable law, would cause the dissolution of the Company; provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BankUnited, Inc.), Limited Liability Company Agreement (BankUnited, Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) Sections 5.3 and Section 4.34.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Mxxxxxxx Islands Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) Sections 5.3 and Section 4.34.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Marshall Islands Act shall not, in and of itself, cause the dissolution of the dissolutixx xx xxe Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the unanimous decision of the Board and the Members shall vote or agree in writing of Directors to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) and Section 4.3, respectivelyCompany; or (b) any event which, under applicable lawLaw, would cause the dissolution of the Company; provided provided, that, unless required by applicable lawLaw, the Company shall not be wound up as a result of any such event and the business of the Company shall continue; provided, further, that the holders of a majority of the Common Units may vote to continue the business of the Company within ninety (90) days after the occurrence of such event. Notwithstanding Despite the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Azz Inc)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) 4.3 and Section 4.33.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Del Pharmaceuticals, Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events: (a) the Board and the Members shall vote or agree in writing to dissolve the Company pursuant to the required votes set forth in Section 3.3(d) Sections 5.3 and Section 4.34.3(d), respectively; or; (b) any event which, which under applicable law, law would cause the dissolution of the Company; , provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Marshaxx Xxxxxds Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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