Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated: (a) the occurrence of the sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company; (b) the decisions of Members by an Applicable Approval Level; (c) judicial dissolution; or (d) at any time there are no Members of the Company unless the business of the Company is continued in accordance with the Act. Any purported dissolution of the Company other than as provided in this Section 9.2 shall be in contravention of this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Coinstar Inc)
Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the occurrence of the sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the CompanyTerminating Capital Transaction;
(b) by the decisions election of Members by an Applicable Approval Levela Majority in Interest;
(c) the entry of a decree of judicial dissolutiondissolution under Section 18-802 of the Act; or
(d) at any time there are no Members 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 in accordance with Paragraph 6.2.1(m) unless the business of the Company is continued in accordance with a manner permitted by this Agreement or the Act. Any purported dissolution of the Company other than as provided in this Section Paragraph 9.2 shall be a dissolution in contravention of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Zany Brainy Inc)
Exclusive Causes. Notwithstanding the Act, the The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the occurrence of the sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the CompanyTerminating Capital Transaction;
(b) by the decisions election of Members by an Applicable Approval Levela Majority in Interest;
(c) the entry of a decree of judicial dissolutiondissolution under Section 18- 802 of the Act; or
(d) at any time there are no Members 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 in accordance with Paragraph 6.2.1(m) unless the business of the Company is continued in accordance with a manner permitted by this Agreement or the Act. Any purported dissolution of the Company other than as provided in this Section Paragraph 9.2 shall be a dissolution in contravention of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Zany Brainy Inc)