Dissolution of Company Sample Clauses
Dissolution of Company. The Company shall, subject to the SEC’s approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events:
(a) unanimous written consent of the Participants to dissolve the Company;
(b) an event that makes it unlawful or impossible for the Company business to be continued;
(c) the termination of one or more Participants such that there is only one remaining Participant; or
(d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.
Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:
(i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act;
(ii) the determination of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or
(iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided herein, the Members shall have no power to dissolve the Company.
(b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement.
(c) In the event of the dissolution of the Company for any reason, the Board of Managers or a liquidating agent appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers or such liquidating agent, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member sh...
Dissolution of Company. The Company shall be dissolved by (i) a resolution adopted by a majority of the Directors followed by notice of dissolution to the Holders of the Interests in the Company, (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by the Act, or (iii) a decree of judicial dissolution under Section 18-802 of the Act.
Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustees shall receive the moneys, securities, rights or property to which the holders of shares of the Company deposited hereunder are entitled and shall distribute the same among the registered holders of the Trust Certificates in proportion to their interests as shown by the Trustees’ books, or the Trustees may in their discretion deposit the same with any bank or trust company doing business in Cleveland, Ohio, with instructions to distribute the same as above provided, and upon such deposit all further obligations or liabilities of the Trustees in respect of the moneys, securities, rights or property so deposited shall cease.
Dissolution of Company. The Member, in the Member’s sole and absolute discretion, may determine whether and when to dissolve the Company. The Company shall be dissolved immediately upon the Member’s deciding to dissolve it.
Dissolution of Company. The Company shall dissolve and its assets and business shall be wound up upon the occurrence of any of the following events:
(a) Unanimous written consent of the Members to dissolve the Company;
Dissolution of Company. Upon the occurrence of a Membership Termination Event, the Company shall dissolve unless (a) all remaining Members consent in writing within ninety (90) days of the Membership Termination Event to continue the Company in a reconstituted form, if necessary and (b) agreement is reached within such ninety (90) day period between the Company and the Member (or the legal representative or other successor-in-interest of the Member) who suffered the Membership Termination Event as to the purchase of that Member's Membership Interest.
Dissolution of Company. In the event of the dissolution or total or partial liquidation of the Company, whether voluntary or involuntary, the Trustee shall receive the moneys, securities, rights, or property to which the holders of the Company's capital stock deposited hereunder are entitled, and shall distribute the same among the registered holders of Trust Interests in proportion to their interests, as shown by the books of the Trustee. Alternatively, the Trustee may in his discretion deposit such moneys, securities, rights, or property with any Federally insured bank or trust company doing business in Boulder, Colorado, with authority and instructions to distribute the same as above provided, and upon such deposit all further obligations or liabilities of the Trustee in respect of such moneys, securities, rights, or property so deposited shall cease.
Dissolution of Company. The Company shall be dissolved and its affairs wound up upon the happening of any of the following events:
(a) The written agreement of all of the Members to dissolve the Company;
(b) The occurrence of any event that makes it unlawful, impossible or impractical to carry on the Business for a period of more than six (6) months;
(c) Entry of a judicial decree of dissolution pursuant to Section 18-802 of the Act;
(d) The sale of all or substantially all of the Company’s assets unless such sale involves any deferred payment of the consideration for the sale, in which case the Company shall not dissolve until the last day of the calendar year during which the Company receives the balance of the deferred payment; or
(e) At the time there are no Members unless the Company is continued without dissolution in accordance with the Act.
Dissolution of Company. 21.01. The Company shall be dissolved, its assets shall be disposed of, and its affairs shall be wound up on the first to occur of the following events:
(a) Unanimous determination by all of the Members that the Company should be dissolved.
(b) The expiration of the Company term as stated in the Articles, if any.
(c) On the dissolution, bankruptcy, resignation, or expulsion of any Member unless at least fifty percent (50%) of the remaining Members consent to continue the Company within ninety (90) days of the dissolution event.
(d) At any earlier time as may be provided by applicable law.