Events of Dissolution or Liquidation. The Company shall be dissolved and its affairs wound up upon the happening of either of the following events: (a) the written determination of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events:
(a) The failure of the successor-in-interest to the last remaining Member to continue the Company in accordance with the provisions of Section 14.01 hereof after the termination of such Member’s membership;
(b) The sale, exchange, or other disposition or transfer of all or substantially all of the assets of the Company;
(c) Upon the unanimous consent of the Members; or
(d) Subject to any provision of this Agreement that limits or prevents dissolution, the happening of any event that, under the Act caused the dissolution of a limited liability company.
Events of Dissolution or Liquidation. The LLC shall be dissolved upon the happening of any of the following events:
(1) the Consent of the Board of Managers;
(2) the sale of all or substantially all of the assets of the LLC; or
(3) the entry of a decree of judicial dissolution under the Act. Following any of the foregoing events, the Board of Managers shall proceed diligently to liquidate the assets of the LLC in a manner consistent with commercially reasonable business practices.
Events of Dissolution or Liquidation. 14 11.3 Liquidation...................................... 14 11.4
Events of Dissolution or Liquidation. The Partnership shall be dissolved (i) upon the consent of the General Partner and the SKM Limited Partners, TCP Limited Partners and Xxxxxx Limited Partners holding at least eighty percent (80%) of the Units owned in the aggregate by such Limited Partners, which consent shall be in lieu of any vote otherwise required or permitted under the Act for dissolution or (ii) the occurrence of any event that is required to cause the dissolution of the Partnership under the Act or any other Laws.
Events of Dissolution or Liquidation. The LLC shall be dissolved upon the first to occur of the following (each, an “Event of Dissolution”): (i) the Consent of the Board of Managers (and the consent of Old Mutual Intermediary in accordance with Section 3(j) hereof); (ii) the dissolution, termination, winding-up or bankruptcy of OM(US)H with the consent of Old Mutual plc; (iii) the withdrawal, or other inability to act as a member of the LLC, of Old Mutual Intermediary (provided, however, that the Transfer of Old Mutual Intermediary’s LLC Interests to an Old Mutual Transferee, as set forth in Section 8(a) shall not cause an Event of Dissolution), (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act and (v) the termination of the legal existence of the last remaining member of the LLC or the occurrence of any other event that terminates the continued membership of the last remaining member of the LLC unless the LLC is continued without dissolution in a manner permitted by this Agreement or the Act. Upon the occurrence of any event that causes the last remaining Member of the LLC to cease to be a Member of the LLC, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the LLC, agree in writing (i) to continue the LLC 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 LLC, effective as of the occurrence of the event that terminated the continued membership of such Member in the LLC. Following an Event of Dissolution, the Board of Managers shall proceed diligently to liquidate the assets of the LLC in a manner consistent with commercially reasonable business practices. Neither the termination of the Equity Plan nor a Change in Control of the LLC (as defined in the Equity Plan as a “Change in Control of the Company”) shall constitute an Event of Dissolution. Except as provided in this Section 13(b), the death, retirement, resignation, removal, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the LLC (including the bankruptcy of such Member) shall not in and of itself cause a dissolution of the LLC to occur (and the LLC, without such Member, shall continue), unless there are no remaining Members of the LLC.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the first to occur of the following events, but not upon any other event: (a) December 31, 2024 unless such date is extended pursuant to Section 2.5, (b) the written determination of the Board, (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (d) the disposition of all of the Company's assets.
Events of Dissolution or Liquidation. The Company shall be dissolved and its affairs wound up upon the written determination of the Member.
Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events: (a) the determination of the Company Manager, (b) the sale or other disposition of all of the Company’s and each Series’ assets and receipt of the final payment of all installment obligations received as a result of such sale or other disposition, (c) upon the termination of all Series pursuant to the next sentence, (d) upon the affirmative vote or other written consent of all holders of Class A Units or (e) the entry of a decree of judicial dissolution under Section 18-802 of the Act. A Series shall be dissolved upon the happening of any of the following events: (a) the affirmative vote or written consent of all Members of such Series at any time to terminate and dissolve such Series, (b) the determination of the Series Manager, (c) the dissolution of the Company pursuant to the previous sentence, (d) the sale or disposition of all of such Series’ assets and receipt of the final payment of all installment obligations received as a result of such sale or other disposition or (e) the occurrence of any other event that causes the termination of such Series under the Act.
Events of Dissolution or Liquidation. The Company will dissolve and its affairs will be wound up as may be determined by the Managing Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act, provided that, in no event may the Company be dissolved without the prior written consent of the Managing Member; provided further, that, in no event may the Company file any voluntary or involuntary petition or action for relief under any bankruptcy reorganization, insolvency or moratorium law or any other applicable law for relief of, or relating to, debtors, now or hereafter in effect, or seek the appointment of a custodian, receiver, trustee (or other similar official) of the Company or all or any material portion of the Company’s assets, or the making of any assignment for the benefit of creditors, or the taking of any action in furtherance of any of the foregoing, in each case, without the prior written consent of the Managing Member. In such event, the Managing Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.
