Event of Dissociation Sample Clauses

Event of Dissociation. An Event of Dissociation as to a Member means the occurrence of any of the following events:
AutoNDA by SimpleDocs
Event of Dissociation. The Company shall not be dissolved upon the occurrence of an event of dissociation as described in Section 183.0802 of the Act, and upon such event, the Members shall not be required to consent to the continuation of the Company. SECTION THIRTEEN AMENDMENTS ---------- Section 13.01 Amendment of Agreement. No change, modification or amendment of this Agreement shall be valid or binding unless such change, modification or amendment shall be in writing signed by the holders of one hundred percent (100%) of the then outstanding Governance Rights.
Event of Dissociation. As to all Members: when a Member makes an assignment for the benefit of creditors; files a voluntary petition in bankruptcy; is adjudged a bankrupt or insolvent or has entered against such Member an order for relief in any bankruptcy or insolvency proceeding; files a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief; files an answer or other pleading failing to contest the material allegations in any bankruptcy or insolvency proceeding; or seeks or consents to the appointment of a receiver or trustee or liquidator of all or any part of the Member’s property. As to a Member who is a natural person, the Member’s death or adjudication of incompetency. As to a Member who is an entity, the termination, dissolution or cessation of business of the Member.
Event of Dissociation. For purpose of this Agreement, an “Event of Dissociation” with respect to a Member means the first to occur of (i) those events that are defined herein as an Involuntary Withdrawal; or (ii) those events that are defined herein as a Voluntary Withdrawal, unless otherwise waived in writing by the Board. The Member with respect to whom an Event of Dissociation occurs is sometimes referred to in this Agreement as a “Withdrawing Member.” Except as otherwise set forth in this Section 14.1, upon the occurrence of any Event of Dissociation, the Withdrawing Member shall immediately cease to be a Member of the Company. An Event of Dissociation shall constitute and operate without more, as a full and complete release of all claims by such Withdrawing Member and all others claiming in such Withdrawing Member’s right, against the Company, its Members, assets, and distributable income, except as respects the amounts payable to such Member under Section 14.2 below.

Related to Event of Dissociation

  • Certificate of Dissolution After the affairs of the Company have been wound up and the Company terminated, a certificate of dissolution shall be executed and filed in the office of the Delaware Secretary of State.

  • Events Causing Dissolution Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur: (a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or (b) The occurrence of any other event that 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!