Common use of Termination and Winding Up of the Company Clause in Contracts

Termination and Winding Up of the Company. 11.1.1 The Company shall terminate upon the first to occur of (A) the unanimous agreement of the Members in writing; (B) the occurrence of a Withdrawal Event as to any Member, unless at such time there is at least one (1) remaining Member(s) of the Company and a Majority-in-Interest of the remaining Member(s) agree to continue the Company within ninety (90) days after the occurrence of such Withdrawal Event, or (C) otherwise upon the occurrence of any of the events of dissolution stated in Section 18-801 of the Act. 11.1.2 As soon as possible following the occurrence of any event of termination, the Company shall execute and file as provided in the Delaware Act a statement of intent to dissolve in such form as shall be prescribed by the Secretary of State of Delaware or which otherwise complies with the Delaware Act. Upon the filing of such statement of intent to dissolve with the Secretary of State of Delaware, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its affairs, but its separate existence shall continue until a certificate of dissolution has been filed with the Secretary of State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction. The filing of the statement of intent to dissolve shall not affect the limited liability of the Members, Managers and Officers of the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Interactive Voice Media (Sacramento) Corp.), Limited Liability Company Agreement (Interactive Voice Media (Sacramento) Corp.), Limited Liability Company Agreement (Interactive Voice Media (Sacramento) Corp.)

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Termination and Winding Up of the Company. 11.1.1 The Company shall terminate upon the first to occur of (A) the unanimous agreement of the Members in writing; (B) the occurrence of a Withdrawal Event as to any Member, unless at such time there is at least one (1) remaining Member(s) of the Company and a Majority-in-Interest of the remaining Member(s) agree to continue the Company within ninety (90) days after the occurrence of such Withdrawal Event, or (C) otherwise upon the occurrence of any any, of the events of dissolution stated in Section 18-801 of the Act. 11.1.2 As soon as possible following the occurrence of any event of termination, the Company shall execute and file as provided in the Delaware Act a statement of intent to dissolve in such form as shall be prescribed by the Secretary of State of Delaware or which otherwise complies with the Delaware Act. Upon the filing of such statement of intent to dissolve with the Secretary of State of Delaware, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its affairs, but its separate existence shall continue until a certificate of dissolution has been filed with the Secretary of State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction. The filing of the statement of intent to dissolve shall not affect the limited liability of the Members, Managers and Officers of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Interactive Voice Media (Sacramento) Corp.)

Termination and Winding Up of the Company. 11.1.1 (a) The Company shall will terminate upon the first to occur of the following: (Ai) the unanimous agreement The determination of the Members in writingBoard to dissolve the Company; Radiopharm Ventures, LLC 23 (Bii) An election to dissolve the occurrence Company made by holders of a Withdrawal Event as to any Member, unless at such time there is at least one (1) remaining Member(s) Majority of the Company and a Majority-in-Interest Units; (iii) The sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all the assets of the remaining Member(sCompany; or (iv) agree to continue the Company within ninety (90) days after the occurrence The entry of such Withdrawal Event, or (C) otherwise upon the occurrence a decree of any judicial dissolution under§ 18-802 of the events of dissolution stated in Section 18-801 of the LLC Act. 11.1.2 (b) As soon as possible following the occurrence of any event of terminationtermination specified in Section 13.01(a), the Company shall execute and file as provided in the Delaware Act a statement of intent to dissolve in such form as shall be prescribed by the Secretary of State of Delaware or which otherwise complies with the Delaware LLC Act. Upon the filing with of such statement of intent to dissolve with the Secretary of State of Delaware, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its affairs, but its separate existence shall continue until a certificate Certificate of dissolution Dissolution has been filed with the Secretary of State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction. The filing of the statement of intent to dissolve shall not affect the limited liability of the Members, Managers and Officers . (c) This Agreement shall terminate upon the purchase by one Member of the CompanyMembership Interests of all other Members pursuant to any provision of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Radiopharm Theranostics LTD)

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Termination and Winding Up of the Company. 11.1.1 The Company shall terminate upon the first to occur of (A) the unanimous agreement of the Members in writing; (B) the occurrence of a Withdrawal Event as to any Member, unless at such time there is at least one (1) remaining Member(s) of the Company and a Majority-in-Interest of the remaining Member(s) agree to continue the Company within ninety (90) days after the occurrence of such Withdrawal Event, or (C) otherwise upon the occurrence occurrencee of any of the events of dissolution stated in Section 18-801 of the Act. 11.1.2 As soon as possible following the occurrence of any event of termination, the Company shall execute and file as provided in the Delaware Act a statement of intent to dissolve in such form as shall be prescribed by the Secretary of State of Delaware or which otherwise complies with the Delaware Act. Upon the filing of such statement of intent to dissolve with the Secretary of State of Delaware, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its affairs, but its separate existence shall continue until a certificate of dissolution has been filed with the Secretary of State of Delaware or until a decree dissolving the Company has been entered by a court of competent jurisdiction. The filing of the statement of intent to dissolve shall not affect the limited liability of the Members, Managers and Officers of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Interactive Voice Media (Sacramento) Corp.)

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