Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the Articles shall be canceled in the manner set forth in the Act. Notwithstanding the dissolution of the Company, prior to the termination of the Company, as aforesaid, the business and the affairs of the Company shall be conducted so as to maintain the continuous operation of the Company pursuant to the terms of this Agreement. Upon dissolution of the Company and subject to the provisions of Section 7.5 hereof, the Members, or, if none, a liquidator elected by Supermajority Approval, shall liquidate the assets of the Company, apply and distribute the proceeds thereof under Article VI, and cause the termination of the Agreement.
Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which occurs the event giving rise to the dissolution, but the Company shall not terminate until the Certificate shall have been cancelled and the assets of the Company shall have been distributed as provided herein. The Board of Directors or, if no Directors are then serving, a liquidator appointed with the consent of the Members holding a majority of the outstanding Shares then held by all Members (determined on an as-converted basis in accordance with Section 6.02 with the Common Shares and Preferred Shares treated as a single class), shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate.
Procedures on Dissolution. Dissolution of the LLC shall be effective ------------------------- on the day on which occurs the event giving rise to the dissolution, but the LLC shall not terminate until the Certificate shall have been cancelled and the assets of the LLC shall have been distributed as provided herein. Notwithstanding the dissolution of the LLC, prior to the termination of the LLC, as aforesaid, the business of the LLC and the affairs of the Members, as such, shall continue to be governed by this Agreement. The Board of Directors or a liquidator appointed with the consent of the Members, shall liquidate the assets of the LLC, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate.
Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which the event giving rise to the dissolution occurs, but the existence of the Company shall not terminate until the Certificate shall have been cancelled and the assets of the Company shall have been distributed as provided herein. Upon dissolution, the Manager(s) or, if there be none, a liquidator appointed with the consent of all the Members, shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate.
Procedures on Dissolution. Dissolution of the Partnership shall be effective on the day on which occurs the event giving rise to the dissolution, but the Partnership shall not terminate until the assets of the Partnership shall have been distributed as provided herein. Notwithstanding the dissolution of the Partnership, prior to the termination of the Partnership, as aforesaid, the business of the Partnership and the affairs of the Partners, as such, shall continue to be governed by this Agreement. The remaining General Partner or, if there be none, a liquidator appointed unanimously by the Limited Partners, shall liquidate the assets of the Partnership, and apply and distribute the proceeds thereof as contemplated by this Agreement.
Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which occurs the event giving rise to the dissolution, but the Company shall not terminate until the assets of the Company shall have been distributed as provided herein and the Certificate shall have been canceled. Notwithstanding the dissolution of the Company, prior to the termination of the Company, as aforesaid, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement. The Managing Member or one or more other Persons appointed as Liquidator by the Managing Member shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate.
Procedures on Dissolution. Upon dissolution of the Company, the Board or if none, a liquidator elected by Special Majority Consent of the Members, shall liquidate the assets of the Company, apply and distribute the proceeds thereof under Rule 4.02 of this Agreement, and cause the cancellation of the Certificate. The Company shall not terminate until the Certificate shall be canceled.
Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which occurs the event giving rise to the dissolution, but the existence of the Company shall not terminate until the Certificate of Formation shall have been cancelled and the assets of the Company shall have been distributed as provided herein. Notwithstanding the dissolution of the Company, prior to the termination of the existence of the Company, as set forth above, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement (subject to the powers granted to the Liquidator by the other provisions of this Article X and under applicable law). One or more Persons appointed as Liquidator by the Board of Managers shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate of Formation.
Procedures on Dissolution. (a) Dissolution of the Company shall be effective on the day on which the event giving rise to the dissolution occurs, but the Company shall not terminate until the assets of the Company have been applied or distributed as provided herein and the Certificate of Formation has been canceled in the manner required by the Delaware Act. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company shall continue to be governed by this Agreement. Following the dissolution of the Company in accordance with this Agreement, no further business shall be done in the Company except for the completion of any transactions in process and the taking of such action as is necessary for the performance and discharge of the Company’s obligations, the winding-up and liquidation of its affairs and the distribution of its assets.
(b) Upon the dissolution of the Company, the Company shall be liquidated in an orderly manner in accordance with this ARTICLE 9 and the Delaware Act. The liquidation shall be conducted and supervised by the Liquidating Agent. The Liquidating Agent shall have all of the rights, powers, and authority with respect to the assets and liabilities of the Company in connection with the liquidation of the Company that the Executive Committee has with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation of the Company and the Transfer of any assets of the Company. The Liquidating Agent shall have the right from time to time, by revocable powers of attorney, to delegate to one or more Persons any or all of such rights and powers and such authority and power to execute documents and, in connection therewith, to fix the reasonable compensation of each such Person, which compensation shall be charged as an expense of liquidation. The Liquidating Agent is also expressly authorized to distribute Company property to the Unitholders subject to liens.
(c) The Liquidating Agent shall liquidate the Company as promptly as shall be practicable after dissolution and apply and distribute the proceeds thereof as provided in Section 9.03 below.
(d) The Liquidating Agent may, in its sole discretion, form a trust that survives the filing of a certificate of cancellation with respect to the Company pursuant to Section 18-203 of the Delaware Ac...
Procedures on Dissolution. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the assets of the Company shall have been liquidated and distributed as provided in Section 8.3 of this Agreement and the Company's Certificate shall have been canceled. Notwithstanding the dissolution of the Company, the business and the affairs of the Company shall be conducted so as to maintain the continuous operation of the Company under the provisions of this Agreement. Upon dissolution of the Company, the President or, if none, a liquidator elected by the written consent of Shareholders having a majority of the Percentage Interests, shall liquidate the assets of the Company, apply and distribute the proceeds thereof as provided in Section 8.3 of this Agreement, and cause the cancellation of the Certificate.
