Termination of a Series. A Series shall be terminated upon the occurrence of any of the following events: · Upon dissolution of the Company; · On sale or disposition of all of the Underlying Asset(s) and dissolution of its Subsidiaries; or · At the time in which there are no Series Members in a Series; · Upon the entry of a decree of judicial termination. Other than in connection with a transfer of Membership Interests in accordance with this Agreement, a Series Member shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Series Member. The termination and winding up of a Series shall not cause the dissolution of the Company (even if there are no remaining Series so long as the Founder is still a Member); nor shall it cause the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series formed by the Founder as provided in this Agreement and consistent with the Act.
Termination of a Series. (a) A Series shall be terminated and its affairs wound up upon the occurrence of any of the following events:
(i) upon the dissolution of the Company;
(ii) At the election of any of the Members associated with such Series, and upon ninety (90) days prior written notice to all other Members;
(iii) at the time in which there are no Members associated with such Series; or
(iv) upon the entry of a decree of judicial termination of the Series under Section 18-215(1) of the Act.
(b) Other than in connection with a transfer of Membership Interests in accordance with this Agreement or pursuant to Section 16(a)(ii) above, a Member associated with a Series shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with such Series. Unless otherwise approved by Members associated with a Series owning a Majority Interest of such Series, a Member who ceases to be a Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result of a voluntary act by such Member, shall not be entitled to receive any distributions from the Company with respect to such Series in excess of those distributions to which such Member would have been entitled had such Member remained a Member associated with such Series. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b) shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company with respect to such Series to which the Resigning Member would otherwise be entitled.
(c) The termination and winding up of a Series shall not cause a dissolution of the Company (unless there are no remaining Series) or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act.
(d) The LLC Managers may require that a formal legal termination of a Series be delayed for up to twenty-four months and that the capital of the Series Members remain in the Series for that time if necessary in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. However, the Series need not actively engage in business during any perio...
Termination of a Series. (a) a Series shall be terminated upon any of the following events:
(i) the dissolution of the Partnership;
(ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act;
(iii) subject to Section 7.4(q) and Section 7.5(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Partnership Interests of such Series, in the case of Series EA and Series ME; or
(iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series.
(b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.
Termination of a Series. (a) The Manager may effectuate the termination of a Series, without the consent of the Members, upon any of the following events:
(i) the determination by the Manager, acting in its sole discretion, to terminate such Series;
(ii) the dissolution of the Company;
(iii) the sale or other disposition of the Property held by such Series; or
(iv) the entry of a decree of judicial termination under Section 18-215 of the Act.
(b) The termination and winding up of a Series shall not, in of itself, cause a dissolution of the Company or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of the Series or any other Series provided by this Agreement, the Certificate of Formation and the Act.
(c) Upon the termination of a Series as provided herein, such Series shall be wound up in the manner provided by Section 8.3.
Termination of a Series. A Series will be dissolved and its affairs will be wound up upon the first to occur of:
10.1.1 the expiration of the term of such Series (including any extension to the term by the Manager, in accordance with the applicable Series Designation);
10.1.2 a determination, made by the Manager, in its sole discretion, to dissolve the
10.1.3 the withdrawal of the sole Manager from the Series;
10.1.4 the occurrence of an Event of Bankruptcy with respect to the sole Manager
10.1.5 if the sole Manager is an individual, such individual’s death or adjudicated incompetence;
10.1.6 if the sole Manager is an entity, such entity’s dissolution; or
10.1.7 the occurrence of any other event that applicable law specifies must operate as an event causing the dissolution of a series of a limited liability company.
Termination of a Series. Any series of interests may be terminated only upon (i) the termination and dissolution of the Partnership, (ii) the vote or written consent of Limited Partners holding a majority of the outstanding Units of such series, or (iii) the sale or other disposition of all or substantially all of the assets of such series. Upon termination of a series, the General Partner shall proceed to wind up the affairs of such series, and the Partnership shall not carry on any business in respect of such series except for the purpose of winding up its affairs.
Termination of a Series. (1) With respect to each Series, a Series shall terminate upon the occurrence of any of the following events: (i) receipt by the Managing Member of a notice setting forth an election to terminate and dissolve a Series at a specified time by the Non-Managing Members holding not less than a “Majority of Interests in a Series” (as defined below), with or without cause, which notice shall be sent by registered mail to the Managing Member not less than 90 days prior to the effective date of such termination and dissolution; (ii) the withdrawal, insolvency, bankruptcy, dissolution or liquidation of the Managing Member (unless a new managing member is elected by a vote of the Non-Managing Members owning a Majority of Interests in the Company, and such new managing member shall have elected to continue the business of the Company and the Series; (iii) the occurrence of any event which shall make it unlawful for the existence of the Company or a Series to be continued; (iv) the occurrence of an event of termination (if any) as provided in a Series Designation; (v) the complete withdrawal by each of the Non-Managing Members from a Series or (vi) a determination by the Managing Member upon 60 days’ notice to the Non-Managing Members to terminate a Series, for any reason. A “Majority of Interests in a Series” shall mean the Non-Managing Members of a particular Series, excluding any affiliates (as defined in Section 14(c)) of the Managing Member, representing greater than 50% of the Net Asset Value of the Series (as defined in Section 7(d)(1)).
Termination of a Series. Any Series may be terminated by the affirmative vote of at least a majority of the Shares of such Series outstanding or, when authorized by a Series Majority Shareholder Vote, by an instrument in writing signed by a majority of the Trustees. Upon the termination of a Series, the Series shall carry on no business except for the purpose of winding up its affairs, and the Trustees shall proceed to wind up the affairs of the Series, having with respect to such Series all powers contemplated by Section VIII.1 of this Declaration in the event of the termination of the Trust. At any time that there are no Shares outstanding of any particular Series previously established, the Trustees may, by an instrument executed by a majority of their number, abolish the Series.
Termination of a Series. (a) A Series shall be terminated upon the occurrence of any of the following events: (i) upon the dissolution of the Company; (ii) by the majority written agreement of all Members associated with such Series substantially in the form of Exhibit C attached hereto; (iii) at the time in which there are no Members associated with such Series; or (iv) upon the entry of a decree of judicial termination under §18-215 of the Act.
Termination of a Series. Upon the Disposition of all the assets of a particular Series and the completion of the corresponding distributions to Members of such Series made pursuant to paragraph 4.7 hereof, each Member of such Series shall be deemed to have taken such actions necessary to resign their membership in such Series pursuant to paragraph 7.4, and the Manager shall take such actions necessary to terminate such Series.
