Reconstitution of Company After Withdrawal Sample Clauses

Reconstitution of Company After Withdrawal or Death of the Manager. Upon the withdrawal, liquidation, dissolution or bankruptcy of the Manager or other event causing a dissolution under Section 7.1.a, the remaining Members (not including for such purposes the estate of a deceased Manager or any Transferee who has not satisfied the requirements of Section 6 to become a Member) shall have the right to elect to continue the business of the Company, in a reconstituted form if necessary, if, within 90 days after the withdrawal of the Manager, all Members agree in writing to continue the business of the Company and to the appointment of one or more additional managers, if necessary. The exercise of the rights of reconstitution granted in this Section 9 shall not in any way constitute any Member a manager or impose any personal liability on any Member. Immediately upon the agreement of all Members to continue the business, the Members, and/or any successor Manager shall prepare, execute, and file for recordation of new Articles of Organization, or an amendment thereto, if required, and shall take or cause to be taken all steps required in connection with the continuation of the business in accordance with the applicable laws of the State.
Sample 1
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Related to Reconstitution of Company After Withdrawal

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Transfers and Withdrawals 26 Section 11.1 Transfer......................................................... 26 Section 11.2 Limited Partners' Rights to Transfer............................. 26 Section 11.3

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

  • Permissible Withdrawals The Servicer may make withdrawals from each related Custodial P&I Account solely for the following:

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

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