Common use of Events of Dissolution Clause in Contracts

Events of Dissolution. The Company shall be dissolved upon the earliest to occur of the following: (a) the death, bankruptcy, incapacity or dissolution of any Member, or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement), unless the business of the Company is continued by the vote or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following the occurrence of any such event; (b) the Members unanimously elect to dissolve the Company; or (c) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.

Appears in 41 contracts

Samples: Limited Liability Company Operating Agreement (Town Sports International Inc), Limited Liability Company Operating Agreement (Town Sports International Inc), Limited Liability Company Operating Agreement (Town Sports International Inc)

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Events of Dissolution. The Company shall be dissolved upon the earliest first to occur of the following: (a) the deathwritten consent of each of the Members to dissolve the Company, bankruptcybut only on the effective date of dissolution specified by the Members in such writing at the time of such consent; (b) entry of a decree of judicial dissolution under Section 18-802 of the Act; (c) the issuance of a final, incapacity or dissolution nonappealable court order which makes it unlawful for the business of any Member, the Company to be carried on; or (d) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event that which terminates the continued membership of any the last remaining Member in of the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement), unless the business of the Company is continued in a manner permitted by the vote this Agreement or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following the occurrence of any such event; (b) the Members unanimously elect to dissolve the Company; or (c) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Vivint Solar, Inc.), Limited Liability Company Agreement (Vivint Solar, Inc.), Limited Liability Company Agreement (Vivint Solar, Inc.)

Events of Dissolution. The Company shall be dissolved and shall commence winding up its affairs upon the earliest first to occur of the following: (a) The approval of a Required Interest; (b) Any event which makes it unlawful or impossible to carry on the Company’s business; (c) The sale, disposition or abandonment of all or substantially all of the Company Property outside the regular course of business; (d) The entry of a decree of judicial dissolution under the Act; or (e) The death, bankruptcyexpulsion, incapacity retirement, resignation, withdrawal, dissolution or dissolution bankruptcy of any a Member, or the occurrence of any other event that which terminates the continued membership of any a Member in the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement)Company, unless the business of the Company is continued by the vote or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following after the occurrence Company receives notice of any such event; (b) event there is more than one Remaining Member and Remaining Members constituting a Required Interest agree in writing to continue the Members unanimously elect to dissolve business of the Company; or (c) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (FDR Ireland LTD), Operating Agreement (Aleris International, Inc.), Limited Liability Company Operating Agreement (FDR Ireland LTD)

Events of Dissolution. The Company shall be dissolved upon the earliest to occur of the following: (a) the deathresignation, bankruptcy, incapacity Bankruptcy (as defined in the Act) or dissolution of any Member, Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this AgreementInterest in accordance with Section 7.02), unless unless, in any such event, the business of the Company is continued by the vote or written consent of the each remaining Members holding at least a majority of the Percentage Interests Member within ninety (90) days following the occurrence of any such event; (b) the sale of all or substantially all of the Company's assets; (c) the unanimous written agreement of the Members unanimously elect to dissolve the Company; or (cd) except as otherwise herein provided, the occurrence of any other event causing the dissolution end of the Company under fixed term of the ActCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (National Fuel Gas Co)

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Events of Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up upon the earliest to occur happening of any of the followingfollowing events: (ai) the deathunanimous consent in writing of the Members; or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) In accordance with Section 18-802(b) of the Act, bankruptcy, incapacity the bankruptcy or dissolution of any Member, Member or the occurrence of any other event that terminates the continued membership of any Member in shall not cause the Company under to be dissolved or its affairs to be wound up, and upon the Act (but excluding a termination occurrence of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement)any such event, the Company shall be continued without dissolution, unless the business of the Company is continued by the vote or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following the occurrence of any such event; (b) , a Majority of the Members unanimously elect agree in writing to dissolve the Company; or (c) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Allegheny Energy Inc)

Events of Dissolution. The Company shall be dissolved upon the earliest to occur of the following: (a) the death, bankruptcy, incapacity or dissolution of any Member, or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Act (but excluding a termination of membership resulting from a permitted transfer of a Member's entire interest pursuant to this Agreement), unless the business of the Company is continued by the vote or written consent of the remaining Members holding at least a majority of the Percentage Interests within ninety (90) days following the occurrence of any such event; (b) the Members unanimously elect to dissolve the Company; (c) the thirtieth (30th) anniversary of the date of the formation of the Company as set forth in the Certificate of Formation of the Company; or (cd) except as otherwise herein provided, the occurrence of any other event causing the dissolution of the Company under the Act.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Town Sports International Inc)

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