CONTINUATION OF COMPANY. In the event of an occurrence described in Section 1.04, if there is at least (1) one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.
CONTINUATION OF COMPANY. The resignation, withdrawal, expulsion, insolvency or dissolution of the Member or the occurrence of any event that terminates the continued membership of the Member shall not, in and of itself, cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall, to the fullest extent permitted by law, be continued without dissolution as permitted by this Agreement and the Act. In the event the Member’s interest in the Company is terminated, provisions herein requiring the vote or consent of the Member shall no longer apply.
CONTINUATION OF COMPANY. Notwithstanding anything to the contrary set forth in this Agreement, the Company (a) shall not dissolve upon the bankruptcy, dissolution or dissociation of the Member and (b) shall continue to exist even with no remaining members.
CONTINUATION OF COMPANY. The Company shall not be dissolved or terminated by the Incapacity of any Partner as such, the Transfer by any Partner of its Interests or the admission of a new or substituted Director or Partner, and the existence and business of the Company shall be continued notwithstanding the occurrence of any such event.
CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or the resignation of such Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 8.3 shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution.
(b) No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the last remaining Member.
(c) Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company.
(d) A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company.
(e) In order to implement the admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall not be a member of the Company.
CONTINUATION OF COMPANY. The parties hereto hereby continue the limited liability company formed on June 1, 2007 upon the filing of a Certificate of Formation in the Office of the Secretary of State of the State of Delaware in accordance with the requirements of the Delaware Act. From time to time, the Company shall file such further certificates of formation and any amendments thereto, qualifications to do business, fictitious name certificates or like filings in such jurisdictions as may be necessary or appropriate in connection with the conduct of the Company’s business or to provide notification of the limitation of liability of the Members under applicable Law.
CONTINUATION OF COMPANY. 44 16.3 Events Causing Dissolution..................................44 16.4
CONTINUATION OF COMPANY. The parties agree that the transfer of the Transferred Interests and the withdrawal of the Transferor from the Company will not dissolve the Company, and that the business of the Company will continue.
CONTINUATION OF COMPANY. In the event of an occurrence described in Section 1.04, if there is at least one remaining Member, the remaining Member has the right to continue the business of the Company, pursuant to Sections 48-3a-701 and 48-3a-702. The remaining Member’s successor or assignee may continue the business of the Company, provided the successor or assignee consents to the continuation in writing and submits any necessary filings to the Utah Division of Corporations and Commercial Code, per Sections 48-3a-702 and 48-3a- 704 of the Act.
CONTINUATION OF COMPANY. In the event of an occurrence described in Section 1.04(c), if there is at least one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the Arizona Corporations Commission.
