Common use of Liquidating Events Clause in Contracts

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) The decision of all of the Members to dissolve, wind up and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry of a decree of judicial dissolution pursuant to the Act.

Appears in 6 contracts

Sources: Operating Agreement (Decrane Holdings Co), Operating Agreement (Decrane Aircraft Holdings Inc), Operating Agreement (Decrane Aircraft Holdings Inc)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating liquidation only upon the first to occur of any of the following (“Liquidating Liquidation Events”): (a) The decision the sale of all or substantially all of the Members to dissolve, wind up and liquidate property of the Company; (b) The sale the resignation of the Member or transfer any other event that causes the last remaining member of the Company to cease to be a member of the Company, unless the business of the Company is continued in a manner permitted by the Company of all or substantially all of its assets;Act; or (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

Appears in 5 contracts

Sources: Limited Liability Company Agreement (UL Solutions Inc.), Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (NASDI Holdings Corp)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating only upon the first to occur of any of the following (“Liquidating Events”): (a) The decision sale of all or substantially all of the Members to dissolve, wind up and liquidate assets of the Company; (b) The sale or transfer by the Company unanimous agreement of all or substantially all of its assetsremaining Member(s); (c) The occurrence happening of any other event that makes it unlawful unlawful, impossible or impossible impractical to carry on the business of the Company; or (d) Entry of a decree of judicial dissolution pursuant to the Act.

Appears in 3 contracts

Sources: Operating Agreement (Asia Special Situation Acquisition Corp), Operating Agreement (Asia Special Situation Acquisition Corp), Operating Agreement (Asia Special Situation Acquisition Corp)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating dissolve, without judicial decree, upon the first to occur of any of the following ("Liquidating Events"): (a) The decision the sale of all or substantially all of the Members to dissolve, wind up real and liquidate personal property (tangible and intangible) of the Company; (b) The sale or transfer by the Company written consent of all or substantially all of its assetsMembers; (c) The occurrence the happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry the occurrence of a decree of judicial dissolution pursuant Bankruptcy Event with respect to the Actany Member.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc)

Liquidating Events. The Company shall will dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) The decision written consent of all of the Members to dissolveMember, wind up and liquidate the Company;or any successor member; or (b) The sale There being no member or transfer by transferee of one or more interests in the Company of all or substantially all of its assets; (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry of who becomes a decree of judicial dissolution pursuant to the Actmember.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Loews Citywalk Theatre CORP), Limited Liability Company Agreement (Loews Citywalk Theatre CORP)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating liquidation only upon the first to occur of any of the following (“Liquidating Events”): (a) The decision the sale of all or substantially all of the Members to dissolve, wind up and liquidate property of the Company; (b) The sale the resignation of the Member or transfer any other event that causes the Member of the Company to cease to be a member of the Company, unless the business of the Company is continued in a manner permitted by the Company of all or substantially all of its assets;Act; or (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Affinia Group Intermediate Holdings Inc.), Limited Liability Company Agreement (Affinia Group Intermediate Holdings Inc.)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating liquidation only upon the first to occur of any of the following (“Liquidating Events”): (a) The decision the sale of all or substantially all of the Members to dissolve, wind up and liquidate property of the Company; (b) The sale the resignation of the Member or transfer any other event that causes the last remaining member of the Company to cease to be a member of the Company, unless the business of the Company is continued in a manner permitted by the Company of all or substantially all of its assets;Act; or (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Affinia Group Intermediate Holdings Inc.)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) a. The decision sale of all or substantially all of the Members assets of the Company; b. The determination of the Managing Member to dissolve, wind up up, and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence of c. At any other event that makes it unlawful or impossible to carry on the business time there is no Member of the Company, unless the Company is continued without dissolution pursuant to the Act; or (d) Entry d. Subject to the following sentence, the entry of a decree of judicial dissolution pursuant to of the Act.Company under

Appears in 1 contract

Sources: Securities Purchase Agreement (Earthstone Energy Inc)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) The decision of all vote of the Members holding a majority of the Voting Points to dissolve, wind up up, and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (dc) Entry of a decree of judicial dissolution pursuant Any event, which causes there to the Actbe only one Member.

Appears in 1 contract

Sources: Equity Purchase Agreement (True Nature Holding, Inc.)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon Upon the first to occur of any of the following ("Liquidating Events"): (a) The decision the sale of all or substantially all of the assets of the Company; (b) the written consent of the Members to dissolve, wind up and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence the happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry of a decree of judicial dissolution pursuant any event which causes there to be only one Member; the ActCompany shall dissolve and commence winding up and liquidating in accordance with Section 12.2.

Appears in 1 contract

Sources: Operating Agreement (Rock Tenn Co)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following to occur ("Liquidating Events"): (a) The decision of all of the Members to dissolve, wind up and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assetsthe Company Property; (b) Unanimous consent of all Members to dissolve, wind up, and liquidate the Company; or (c) The occurrence happening of any other event that makes it unlawful unlawful, impossible, or impossible impractical to carry on the business of the Company; or (d) Entry of a decree of judicial dissolution pursuant to the Act.

Appears in 1 contract

Sources: Operating Agreement

Liquidating Events. The Company shall will dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):: (a) The decision of all vote of the Members to dissolve, wind up up, and liquidate the Company;; or (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry . Notwithstanding any provision of the Act, the Company will not dissolve prior to the occurrence of a decree of judicial dissolution pursuant to the ActLiquidating Event.

Appears in 1 contract

Sources: Operating Agreement (Microhelix Inc)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) a. The decision of all of by the Members Member to dissolve, wind up up, and liquidate the Company; (b) The sale or transfer by b. An Event of Dissociation occurs with respect to the Company of all or substantially all of its assets;Member; and (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) c. Entry of a decree of judicial dissolution pursuant to under the Act.

Appears in 1 contract

Sources: Operating Agreement (Omnisource Corp)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating EventsEvent”): (a) The decision the sale of all or substantially all of the Members to dissolve, wind up and liquidate assets of the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business determination of the Company; or (d) Entry Managing Member, with the consent of a decree of judicial dissolution pursuant to the Act.Continuing Member Representative for so long as the Continuing Members hold Common Units;

Appears in 1 contract

Sources: Business Combination Agreement (CC Neuberger Principal Holdings I)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating EventsEvent”): (a) The decision of all of the Members to dissolve, wind up and liquidate the Company; (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business assets of the Company; or (d) Entry of a decree of judicial dissolution pursuant to the Act.and

Appears in 1 contract

Sources: Limited Liability Company Agreement (Stronghold Digital Mining, Inc.)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”ALiquidating Events@): (a) a. The decision of all of by the Members Member to dissolve, wind up up, and liquidate the Company; (b) The sale or transfer by b. An Event of Dissociation occurs with respect to the Company of all or substantially all of its assets;Member. (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) c. Entry of a decree of judicial dissolution pursuant to under the Act.

Appears in 1 contract

Sources: Operating Agreement (Omnisource Corp)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon upon, and only upon, the first to occur of any of the following events (“Liquidating Events”): (a) The decision of the approval by the Sole Member and, if applicable, all of the Members other members to dissolve, wind up and liquidate the Company;; or (b) The sale or transfer by the Company of all or substantially all of its assets; (c) The occurrence of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) Entry entry of a decree of judicial dissolution pursuant to under Section ▇▇-▇▇-▇▇▇ (a) of the Act.

Appears in 1 contract

Sources: Operating Agreement (Acuity Brands Lighting, Inc.)