Events Causing Dissolution definition

Events Causing Dissolution. The Partnership shall be dissolved and its affairs wound up as soon as reasonably practicable upon the earliest to occur of: 11.1.1 The withdrawal of the General Partner, unless the Majority Limited Partners, within ninety (90) calendar days of the date of such event, elect to reconstitute the Partnership and continue its business and a successor General Partner is elected in accordance with SECTION 10.5 hereof; 11.1.2 The General Partner determines that the Partnership should be dissolved and so advises the Limited Partner in writing, and such determination is approved by the Limited Partners; 11.1.3 The receipt of the final sum due with respect to the sale or other disposition of all or substantially all of the assets of the Partnership; or 11.1.4 Entry of a decree of judicial dissolution under the Act.
Sample 1

Examples of Events Causing Dissolution in a sentence

  • A-30 Article VIII - Dissolution, Liquidation and Termination of the Partnership A-31 Section 8.1 Events Causing Dissolution ...............................A-31 Section 8.2 Liquidation ....................................................

  • A-29 Section 8.1 Events Causing Dissolution .........................................................

  • NEW LAW A new section of law to be codified in the Oklahoma Statutes as Section 1-801 of Title 54, unless there is created a duplication in numbering, reads as follows: Events Causing Dissolution and Winding Up of Partnership Business.

  • Events Causing Dissolution and Winding Up of Partnership Business or Affairs.

  • Severability 20 8.1. Tax Returns 21 8.2. Tax Characterization 21 8.3. Maintenance of Books 21 8.4. Bank Accounts 21 9.1. Events Causing Dissolution 21 9.2. Effect of Dissolution 22 9.3. Application of Proceeds 22 9.4. Certificate of Cancellation 22 10.1. Title to the Property 23 10.2. Nature of Interest in the Company 23 10.3. Intentionally Omitted 23 10.4. Notices 23 10.5. Waiver of Default 23 10.6. No Third Party Rights 24 10.7. Entire Agreement 24 10.8. Amendment 24 10.9. Severability 24 10.10.

  • Section 7.1 Events Causing Dissolution.....................................................................

  • Events Causing Dissolution.......................................................................

  • Events Causing Dissolution ............................................

  • Events Causing Dissolution and Winding Up. Code and the Regulations issued thereunder, is the centerpiece of each LLC.

  • Dissolution, Winding Up, and Termination........................32 13.1 Term............................................................32 13.2 Events Causing Dissolution and Winding Up.......................32 13.3 Winding Up Affairs on Dissolution...............................32 13.4 Waiver of Right to Partition and Decree of Dissolution..........32 Article 14.

Related to Events Causing Dissolution

  • Event of Dissolution shall have the meaning set forth in Section 10.1.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • Early Dissolution Event has the meaning specified in Section 9.2.

  • dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;

  • Event of dissociation means any of the events listed in Section 8.1 upon which the Member ceases to be a Member.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;

  • Liquidation Event means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

  • Dissolution Date means, as the case may be:

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Knock-in Event means (i) the event or occurrence specified as such in the relevant Final Terms; and(ii) (unless otherwise specified in the applicable Final Terms) that the price of the Security or, as the case may be, the level of the Index, determined by the Calculation Agent as of the Knock-in Valuation Time on any Knock-in Determination Day is, as specified in the applicable Final Terms, (i) "greater than", (ii) "greater than or equal to", (iii) "less than" or (iv) "less than or equal to" the Knock-in Price or, as the case may be, the Knock-in Level.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Terminating Event means any of the following events:

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Event of Withdrawal has the meaning assigned to such term in Section 11.1(a).

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.