Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (i) the expiration of the term of the Company, as provided in Section 2.3 hereof; (ii) so long as no Obligation is outstanding, a Majority Vote of the Members; (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Wells Fargo Student Loans Receivables I LLC), Limited Liability Company Agreement (Wells Fargo Student Loans Receivables I LLC), Limited Liability Company Agreement (Wells Fargo Student Loans Receivables I LLC)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(a) the unanimous written consent of (i) the expiration Board, (ii) the Purchaser Member and (iii) the Seller Member to dissolve the Company;
(b) the sale of the term all of the Company, as provided in Section 2.3 hereof;’s assets; or
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (BFC Financial Corp), Stock Purchase Agreement (Bankatlantic Bancorp Inc)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(i) the expiration of the term of the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wells Fargo Finance LLC), Limited Liability Company Agreement (Wells Fargo Finance LLC)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(ia) the expiration written consent of the term holders of a majority of each of the CompanyClass A Shares, as provided in Section 2.3 hereof;the Class B Shares and the Class C Shares; or
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Usa Networks Inc), Limited Liability Company Agreement (Tele Communications Inc /Co/)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(ia) the expiration determination of the term of Board (subject to Section 5.12 hereof) and the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the all Members;
(iiib) the occurrence of a Realization Event; or
(c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wilmington Trust Corp), Limited Liability Company Agreement (Wilmington Trust Corp)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon in accordance with the occurrence of Delaware Act if any of the following eventsevents (each, a “Liquidating Event”) occur:
(i) the expiration of the term of the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iiia) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act;
(b) a vote in favor of dissolution by a unanimous vote of the Board of Directors; or
(c) at any time there are no Shareholders, unless the Company is continued in a manner permitted by the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Thirty Eight Hundred Fund LLC)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(i) the expiration of the term of the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a A Majority Vote of the Members;; or
(iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (VCI Electronic Coupons, Inc.)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any earlier of the following eventsto occur:
(ia) the expiration written agreement of the term of a Majority in Interest to dissolve the Company, as provided in Section 2.3 hereof;
(iib) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the entry of a decree of judicial dissolution under dissolution; or
(c) when required by law. In accordance with Section 18-802 801(a)(4) of the Delaware Act, the Company shall not dissolve upon an event of disassociation with respect to the last remaining Member but instead the legal successor to such Member shall automatically become a Member of the Company with all the rights appurtenant thereto.
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Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence ccurrence of any of the following events:
(i) the expiration of the term of the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Wells Fargo Student Loans Receivables I LLC)
Events Causing Dissolution. The Company shall be dissolved and liquidated and its affairs shall be wound up upon the occurrence of any of the following events:
(i) the expiration of the term of the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iiia) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.;
(b) the written consent of all Securityholders; or
Appears in 1 contract
Samples: Limited Liability Company Agreement (BNP Us Funding LLC)
Events Causing Dissolution. The Company shall be continue until it is dissolved and its affairs wound up, which shall be wound up upon occur on the occurrence earlier of the happening of any of the following events:
(ia) the expiration of the term of the Company, as provided in Section 2.3 hereofInvestor Director Approval;
(iib) so long as at any time when there are no Obligation is outstanding, a Majority Vote of the Members;Unitholders; and
(iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Mill Road Capital, L.P.)
Events Causing Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up up, only upon the occurrence of any of the following events:
(a) the affirmative vote of (i) a Director Extraordinary Vote and (ii) the expiration vote of the term Members holding at least two-third (2/3) of all Units pursuant to Section 5.1;
(b) at any time that there are no Members of the Company, as provided unless the Company is continued in Section 2.3 hereof;accordance with the Delaware Act; or
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iiic) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Coca-Cola Consolidated, Inc.)
Events Causing Dissolution. The Company shall be dissolved and -------------------------- its affairs shall be wound up upon the occurrence of any of the following events:
(i) the expiration of the term of A Required Vote to dissolve the Company, as provided in Section 2.3 hereof;
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the The entry of a decree of judicial dissolution under Section ss. 18-802 of the Delaware Act; or
(iii) At any time there are no members of the Company, unless the Company is continued in accordance with the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kent Financial Services Inc)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
a. The written consent of all Members;
b. The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event under the Delaware Act that terminates the continued membership of a Member in the Company unless, within thirty (i30) days after the expiration occurrence of such an event, all of the term remaining Members agree in writing to continue the business of the Company, as provided in Section 2.3 hereof;; or
(ii) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the c. The entry of a decree of judicial dissolution of the Company under Section 18-18- 802 of the Delaware Act.
Appears in 1 contract
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:
(i) the expiration determination of the term Board of the Company, Managers as provided in Section 2.3 hereofArticle VI;
(ii) so long as no Obligation is outstanding, a Majority Vote the sale of all or substantially all the assets of the Members;Company; or
(iii) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Medley Capital BDC LLC)
Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any earlier of the following eventsto occur:
(ia) the expiration written agreement of all of the term of Members to dissolve the Company, as provided in Section 2.3 hereof;
(iib) so long as no Obligation is outstanding, a Majority Vote of the Members;
(iii) the entry of a decree of judicial dissolution under dissolution; or
(c) when required by law. In accordance with Section 18-802 801(a)(4) of the Delaware Act, the Company shall not dissolve upon an event of disassociation with respect to the last remaining Member but instead the legal successor to such Member shall automatically become a Member of the Company with all the rights appurtenant thereto.
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