Events of Dissolution. The Company shall dissolve upon the earlier of: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or (c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 37 contracts
Samples: Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following:
(a) the sale, transfer or other disposition Upon expiration of all or substantially all term of the Company’s assets unless otherwise determined by the Member Company in writingaccordance with Section 2.5;
(b) Upon the entry of a decree of judicial dissolution under Section 17-802 unanimous written agreement of the ActMembers; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with as otherwise provided by the Act.
Appears in 4 contracts
Samples: Operating Agreement (U S Gold Corp), Members' Agreement (U S Gold Corp), Members Agreement (U S Gold Corp)
Events of Dissolution. The Company shall dissolve will be dissolved upon the earlier ofoccurrence of any of the following events:
(a) 5.2.1.1 Upon the sale, transfer or other disposition of all or substantially all written consent of the Company’s assets unless otherwise determined by the Member in writingMember;
(b) 5.2.1.2 Upon the entry of a decree of judicial dissolution under Section 1729-802 785 of the Act or an administrative dissolution under Section 29-786 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 4 contracts
Samples: Operating Agreement (Maracay Homes, L.L.C.), Operating Agreement (Maracay Homes, L.L.C.), Operating Agreement (Maracay Homes, L.L.C.)
Events of Dissolution. The Company shall dissolve be dissolved and its affairs wound up only upon the earlier of:
(a) the sale, transfer or other disposition occurrence of all or substantially all any of the Company’s assets unless otherwise determined by following events (each, an “Event of Dissolution”):
a. The Board votes for dissolution; or
b. A dissolution of the Member in writing;
(b) the entry of a decree of judicial dissolution Company under Section 17102-802 a(2) of the Banking Law or Section 701 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 4 contracts
Samples: Limited Liability Trust Company Agreement (WhiteHorse Finance, Inc.), Limited Liability Trust Company Agreement (Comstock Oil & Gas, LLC), Limited Liability Trust Company Agreement (GasLog Ltd.)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) the written determination of the Members holding two-thirds of the Class B Units, subject to Section 6.6 or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act’s assets.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp), Limited Liability Company Agreement (National Beef Packing Co LLC)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;; or
(bc) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276.
(d) upon entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Actpursuant to NRS 86.495.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon any of the earlier of:following (each a "Dissolution Event"):
(a) the entry of a decree of judicial dissolution under Section 18-802 of the Act;
(b) the written consent to a dissolution of the Member;
(c) the expiration of 60 days after the assignment, sale, transfer or other disposition of all or substantially all of the assets, properties and business of the Company’s assets unless otherwise determined by the Member in writing;
(bd) the entry of a decree of judicial death, retirement, resignation, expulsion, bankruptcy or dissolution under Section 17-802 of the Act; or
(c) at Member or any time there are no Members other event that terminates the continued membership of the Company, unless the Company is continued in accordance with the ActMember.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Crane Corp), Limited Liability Company Agreement (National Crane Corp), Limited Liability Company Agreement (National Crane Corp)
Events of Dissolution. The Company shall dissolve upon the earlier to occur of:
(a) an election to dissolve the saleCompany made by the Member, transfer or other disposition of all or substantially all of subject to any restriction in any agreement to which the Company is a party (including any management agreement between the Manager and the Company’s assets unless otherwise determined by the Member in writing;); or
(b) the entry happening of any event that, under the Act, causes the dissolution of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Actlimited liability company.
Appears in 3 contracts
Samples: Operating Agreement (Coaxial LLC), Operating Agreement (Coaxial LLC), Operating Agreement (Coaxial LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) the determination of the Manager, or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act’s assets.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Beef, Inc.), Limited Liability Company Agreement (National Beef, Inc.), Limited Liability Company Agreement (National Beef, Inc.)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Member; or
(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;; or
(bc) if the charter of the Company is revoked and the Company’s right to transact business is forfeited pursuant to NRS 86.274, unless the Company is reinstated pursuant to NRS 86.276; or
(d) upon entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Actpursuant to NRS 86.495.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following events:
(a) the sale, transfer or other disposition of all or substantially all The written consent of the Company’s assets unless otherwise determined by the Member in writing;Member; or
(b) the entry The final decree of a decree of judicial court that dissolution is required under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Actapplicable law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.), Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) the written determination of the Board of Managers and holders of at least a majority of the Convertible Preferred Units, (c) the disposition of all of the Company’s assets or (d) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-18 802 of the Act; or
, (b) the written determination of the Members holding two-thirds of the outstanding Units or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act’s assets.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Leucadia National Corp), Membership Interest Purchase Agreement (National Beef Packing Co LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) the written determination of the Members holding two-thirds of the outstanding Units or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act’s assets.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Jefferies Financial Group Inc.), Purchase and Sale Agreement (Leucadia National Corp)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s 's assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by written statement of the Member in writing;
(b) that the Company shall be dissolved; or upon entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with pursuant to the Act.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following events:
(a) the sale, transfer or other disposition of all or substantially all Expiration of the Company’s assets term of the Company as stated in Section 1.03 unless otherwise determined by the Member such term is extended as provided in writingsaid Section;
(b) the entry Any order of a decree court of judicial dissolution under Section 17-802 competent jurisdiction requiring dissolution;
(c) The unanimous agreement of the ActMembers; or
(cd) at any time there are no Members Subject to Section 8.03, the bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Company, unless the Company is continued in accordance with the LLC Act) of a Member.
Appears in 1 contract
Samples: Operating Agreement (Innovex Inc)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
earliest to occur of any of the following: (a) the sale, transfer transfer, or other disposition of all or substantially all the assets of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) 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: Capital Account Agreement
Events of Dissolution. The Company shall dissolve and its affairs shall be wound up only upon the earlier of:
of (ai) the sale, transfer or other disposition of all or substantially all unanimous written consent of the Company’s assets unless otherwise determined by the Member in writing;
Members or (bii) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with under the Act.
Appears in 1 contract
Samples: Operating Agreement (Beard Co /Ok)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s 's assets unless otherwise determined by the Member in writing;:
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following:
(a) Upon expiration of term of the Company in accordance with Section 2.5;
(b) Upon the unanimous written agreement of the Members;
(c) Upon the sale, transfer exchange, involuntary conversion, or other disposition or transfer of all or substantially all the Assets of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(cd) at any time there are no Members of the Company, unless the Company is continued in accordance with as otherwise provided by the Act.
Appears in 1 contract
Samples: Operating Agreement (U S Gold Corp)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) the written determination of the Members holding two-thirds of the outstanding Units or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act's assets.
Appears in 1 contract
Samples: Limited Liability Company Agreement (U. S. Premium Beef, LLC)
Events of Dissolution. The Company shall dissolve upon the earlier to occur of:
(a) an election to dissolve the Company made by the Member, subject to any restriction in any agreement to which the Company is a party; or
(b) the sale, transfer exchange, involuntary conversion, or other disposition or transfer of all or substantially all the assets of the Company’s assets unless otherwise determined by the Member in writing;
(bc) the entry of a decree of judicial dissolution under pursuant to Section 1718-802 of the Act; or
(cd) at the happening of any time there are no Members of the Companyevent that, unless the Company is continued in accordance with under the Act, causes the dissolution of a limited liability company.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve upon be dissolved on the earlier ofof the following events:
(a) The decision to dissolve the sale, transfer or other disposition of all or substantially Company by all of the Company’s assets unless otherwise determined by the Member in writingMembers;
(b) The sale or liquidation of substantially all the entry of a decree of judicial dissolution under Section 17-802 assets of the ActCompany; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with As otherwise provided by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (loanDepot, Inc.)
Events of Dissolution. The Company shall dissolve will be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
, (b) subject to compliance with Section 6.4 and Schedule 6.4, the determination of the Board, (c) at any time there are no Members the disposition of all of the Company, ’s assets or (d) the termination of the legal existence of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member unless the business of the Company is continued in accordance with a manner permitted by this Agreement or the Act.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve upon will be dissolved on the earlier ofof the following events:
(a) the sale, transfer or other disposition of all or substantially all The decision of the Manager to dissolve the Company’s assets unless otherwise determined by the Member in writing;
(b) The sale or liquidation of all the entry of a decree of judicial dissolution under Section 17-802 assets of the ActCompany or WLTR Holdings; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with As otherwise provided by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (TELUS International (Cda) Inc.)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following events:
(a) the sale, transfer or other disposition of all or substantially all written consent of the Company’s assets unless otherwise determined by the Member in writing;Member; or
(b) the entry of a decree of judicial dissolution under Section 17underss. 18-802 of the Act; or
(c) 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 (Conseco Finance Lease 2000-1 LLC)
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier ofoccurrence of any of the following events:
(a) the sale, transfer or other disposition of all or substantially all written consent of the Company’s assets unless otherwise determined by the Member in writing;Member; or
(b) the entry of a decree of judicial dissolution under Section 17ss. 18-802 of the Act; or
(c) 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 (Green Tree Lease Finance 1998-1 LLC)
Events of Dissolution. The Company shall dissolve be dissolved and its affairs wound up only upon the earlier ofoccurrence of any of the following events:
(a) The determination of the saleMembers to dissolve the Company; (b) The Bankruptcy of a Member, transfer or unless within sixty (60) days after the occurrence of such Bankruptcy, the other disposition of all or substantially all Member agrees in writing to continue the business of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) 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: Contribution Agreement
Events of Dissolution. The Company shall dissolve dissolves and its affairs are wound up upon the earlier of:
: (ai) the sale, transfer or other disposition effective date of all or substantially all articles of dissolution adopted by the written consent of the Company’s assets unless otherwise determined by the Member in writing;
Member; or (bii) the entry of a decree of judicial dissolution under Section 17-802 2038 of the Act; or
Act (c) at any time there are no Members an “Event of the CompanyDissolution”). After an Event of Dissolution, unless the Company is continued in accordance with conducts only activities necessary to wind up its affairs as provided under the Act.
Appears in 1 contract
Samples: Operating Agreement
Events of Dissolution. The Company shall dissolve be dissolved upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 17707.1(d) of the Act; or
, (b) unanimous consent of all the Members or (c) at any time there are no Members the disposition of all of the Company, unless the Company is continued in accordance with the Act’s assets.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Golden Queen Mining Co LTD)
Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless un less the Company is continued in accordance with the Act.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve be dissolved only upon the earlier of:
happening of any of the following events: (a) the sale, transfer or other disposition of all or substantially all determination of the Company’s assets unless otherwise determined by Board to dissolve the Member in writing;
Company with the consent of Members holding a majority of the outstanding Units or (b) the entry final distribution of a decree of judicial dissolution under Section 17-802 all of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued Assets as provided in accordance with the ActSection 5.2(b).
Appears in 1 contract
Samples: Limited Liability Company Agreement (New York REIT, Inc.)
Events of Dissolution. The Company shall dissolve dissolves and its affairs are wound up upon the earlier of:
: (a) the sale, transfer or other disposition effective date of all or substantially all articles of dissolution adopted by a Required Vote of the Company’s assets unless otherwise determined by the Member in writing;
Members; (b) the entry of a decree of judicial dissolution under Section 17-802 2038 of the Act; or
, or (c) at any time there are no Members the entry of the Company, unless the an arbitrator’s decision and award of dissolution under Section 14.7. The Company is continued in accordance with thereafter conducts only activities necessary to wind up its affairs as provided under the Act.
Appears in 1 contract
Samples: Operating Agreement
Events of Dissolution. The Company shall dissolve upon continue in perpetuity unless sooner dissolved by any of the earlier offollowing events:
(a) The Members unanimously consent in writing to dissolve the sale, transfer or other disposition Company; The occurrence of all or substantially all any event that terminates the continued membership of a Member in the Company; A judicial dissolution of the Company’s assets unless otherwise determined by the Member in writing;
(b) the entry of a decree of judicial dissolution under Company pursuant to Section 1718-802 of the Act; or
(c) 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: Operating Agreement
Events of Dissolution. The Company shall dissolve be dissolved and its affairs shall be wound up upon the earlier ofhappening of any of the following events:
(a) 9.1.1. the sale, transfer or other disposition unanimous written agreement of all or substantially all of the Company’s assets unless otherwise determined by Shareholders with the Member in writingconsent of the Board of Directors;
(b) 9.1.2. any time there are no members of the Company, unless the Company is continued as permitted under the Act; or
9.1.3. the entry of a decree of judicial dissolution under Section 1718-802 of the Act; or
(c) 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 (Affiliate Investment, Inc.)
Events of Dissolution. The Company shall dissolve continue until dissolved upon the earlier of:earliest to occur of the following events (the "Events of Dissolution"):
(a) the sale, transfer exchange, or other disposition by the Company of all or substantially all of the Company’s assets unless otherwise determined by the Member in writing;'s assets; or
(b) the affirmative vote of the Members holding two-thirds (2/3) of all the Membership Interests (other than Defaulting Members) to terminate and dissolve the Company; or
(c) the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(c) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act.
Appears in 1 contract
Events of Dissolution. The Company shall dissolve upon the earlier to occur of:
(a) an election to dissolve the sale, transfer or other disposition of all or substantially all of the Company’s assets unless otherwise determined Company made by the Member Member, subject to any restriction in writing;any agreement to which the Company is a party; or
(b) the entry happening of a decree of judicial dissolution any event that, under Section 17-802 of the Act; or
(c) at any time there are no Members of , causes the Company, unless the Company is continued in accordance with the Acta limited liability company.
Appears in 1 contract
Samples: Operating Agreement (Wcof, LLC)