Events Giving Rise to Dissolution Sample Clauses

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events shall work an immediate dissolution of the Company: (a) The sale of all or substantially all of the Company Property; (b) Approval by a majority of the Members to dissolve the Company; (c) The termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Delaware Act; or (d) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act, provided, however, that to the fullest extent permitted by law, the Members waive the right to seek and shall not seek or acquiesce in the entry of a decree of judicial dissolution. (e) Failure of the transaction described in the Purchase Agreement to close by July 31, 2012, as such date may be extended by the parties thereto. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member in the Company. Without limitation on the other provisions hereof, neither the assignment of all or any part of a Membership Interest permitted hereunder nor the admission of a substitute member nor the bankruptcy, insolvency or dissolution of a Member shall, in and of itself, work the dissolution of the Company. Except as otherwise provided in this Agreement, each Member agrees that a Member may not withdraw or resign from or, to the fullest extent permitted by law, cause a voluntary dissolution of the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, ...

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company; except that the happening of any one of the following events (individually, a “Dissolution Event”) shall work an immediate dissolution of the Company. A. Intentionally deleted.

Events Giving Rise to Dissolution. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence: (i) the consent of sole Member; (ii) the election by the Board of Managers to dissolve the Company; (iii) any event which makes it unlawful for the business of the Company to be carried on; (iv) the entry of a decree of judicial dissolution under the Act; or (v) as otherwise specified under the Act.

Events Giving Rise to Dissolution. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence: 6.2.1. The written election by the Member to dissolve the Company; 6.2.2. Any event that makes it unlawful for the business of the Company to be carried on by the Member; 6.2.3. At any time there are no members; provided, however, that the Company is not dissolved and shall not be required to be wound up if, within ninety (90) days after the occurrence of the event that terminated the continued membership of the last remaining member, the representative of the last remaining member agrees in writing to continue the Company and to the admission of the personal representative of such member or its nominee or designee to the Company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; 6.2.4. The entry of a decree of judicial dissolution under the Act; or 6.2.5. As otherwise specified in the Act.

Events Giving Rise to Dissolution. The Company shall dissolve upon the first to occur of the following, and upon no other event or occurrence: 1. the agreement in writing by the Member to dissolve the Company; 2. December 31, 2050; or 3. the dissolution of Playboy TV International LLC. Without limiting the other provisions hereof, neither the assignment of all or any part of the Member's interest in the Company nor the admission of a new member shall cause the dissolution of the Company.

Events Giving Rise to Dissolution. (a) The Partnership shall dissolve upon the first to occur of any of the following events or occurrence, and upon no other event or occurrence: (i) any event that makes it unlawful for the business of the Partnership to be carried on by the General Partner; or (ii) at the election of the General Partner; or (iii) at any time there are no Limited Partners of the Partnership unless the Partnership is continued in accordance with the TBOC; or (iv) the entry of a decree of judicial dissolution under Subchapter B of Section 11 of the TBOC. (b) To the extent permitted by the TBOC and the law, each Limited Partner irrevocably waives any right it may have to maintain any action for dissolution of the Partnership.

Events Giving Rise to Dissolution. The LLC shall dissolve upon the first to occur of the following, and upon no other event or occurrence: (a) the written consent of the Member to dissolve the LLC; (b) the occurrence of any event which makes it unlawful for the business of the LLC to be carried on; (c) at any time there are no members of the LLC unless the LLC is continued in accordance with the Act; (d) the entry of a decree of judicial dissolution under the Act; or (e) an event otherwise provided under the Act. The occurrence of any event set forth in Section 18-304 of the Act (Events of Bankruptcy) with respect to the Member of the LLC shall not cause such Member to cease to be a member of the LLC and, upon the occurrence of such an event, the LLC shall continue without dissolution. In the event of dissolution, the LLC shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the LLC in an orderly manner), and the assets of the LLC shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. Upon the cancellation of the certificate of formation of the LLC in accordance with the Act, the LLC and this Agreement shall terminate.

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company; except that the happening of any one of the following events (individually, a “Dissolution Event”) shall work an immediate dissolution of the Company. A. Intentionally deleted. B. Intentionally deleted. C. The sale of all of the real estate assets of the Company and each Company Subsidiary (provided, however, that if a portion of the purchase price of such sale is evidenced by a promissory note, the Company shall not be dissolved by reason of such sale so long as the Company or a Company Subsidiary is the holder of such promissory note). D. The agreement in writing by BREA and ESC to dissolve the Company. E. The entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Without limitation on the other provisions hereof, the resignation, expulsion or dissolution of any Member, the occurrence of a Bankruptcy/Dissolution Event with respect to a Member, the assignment of all or any part of a Member’s interest in the Company, the occurrence of any event that terminates the continued membership of a Member under the Act or the admission of a new Member shall not dissolve the Company and the business of the Company shall continue. Except as otherwise provided in this Agreement: (i) without the consent of the Members, no Member may retire or withdraw from the Company; and (ii) a withdrawing Member shall not be entitled to receive any distributions and shall not otherwise be entitled to receive the fair value of its membership interest in the Company.

Events Giving Rise to Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events shall work an immediate dissolution of the Company: 9.1.1 The unanimous agreement in writing by the Members to dissolve the Company; 9.1.2 The voluntary or involuntary dissolution of all Members; 9.1.3 Termination of this Agreement pursuant to Section 8.2 hereof; or 9.1.4 Any other event that, under the Delaware Act, requires the Company’s dissolution except that the Company shall not be terminated nor its affairs wound up if the Management Committee elects to continue the Company and its business within ninety (90) days after the occurrence of said event. If the Management Committee so elects to continue the Company, the business of the Company shall be continued, if necessary, in a reconstituted form as the successor to the Company upon the same terms as set forth in this Agreement. Without limitation on the other provisions hereof, neither the assignment of all or any part of a Membership Interest permitted hereunder nor the admission of a substitute Member shall cause the dissolution of the Company. Except as otherwise provided in this Agreement, each Member agrees that, without the written consent of the other Member, such Member may not withdraw from or cause a voluntary dissolution of the Company.