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 the following (each, a “Liquidating Event”): (a) the sale of all or substantially all of the assets of the Company; (b) the determination of the Board with the consent of PubCo, and with the consent of the Continuing Member Representative for so long as the Continuing Members hold Common Units; (c) 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 in the Company unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act; and (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event. In the event of a dissolution pursuant to Section 11.1, the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, subject to compliance with applicable Laws, unless, with respect to any class of Units, (x) for so long as the Continuing Members hold Common Units, the Continuing Member Representative and (y) holders of at least seventy-five percent (75%) of the Units of such class consent in writing to a treatment other than as described above. The bankruptcy (within the meaning of the Act) of a Member will not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating EventEvents”): (a) the a. The sale of all or substantially all of the assets of the Company; (b) the b. The determination of the Board with the consent of PubCoManaging Member to dissolve, wind up, and with liquidate the consent of the Continuing Member Representative for so long as the Continuing Members hold Common UnitsCompany; (c) the termination of the legal existence of the last remaining c. At any time there is no Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company Company, unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or pursuant to the Act; andor (d) d. Subject to the following sentence, the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-801(a)(3) or Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) through (c) above (each Member hereby expressly waives its rights to seek judicial dissolution of the Company under Section 18-802 of the Act). If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to revoke such dissolution and continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.111.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable Lawslaws and regulations, unless, with respect to any class of Units, (x) for so long as the Continuing Members hold Common Units, the Continuing Member Representative and (y) holders of at least seventy-five percent (75%) a majority of the Units of such class consent in writing to a treatment other than as described above. The bankruptcy (within the meaning of the Act) of a Member will not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) the sale of all or substantially all of the assets of the Company; (b) the determination of the Board with the consent of PubCoManaging Member, and with the consent of the Continuing Member Representative for so long as the Continuing Members hold Common Units; (c) 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 in the Company unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act; and (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event. In the event of a dissolution pursuant to Section 11.1, the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more Members and subject to compliance with applicable Laws, unless, with respect to any class of Units, (x) for so long as the Continuing Members hold Common Units, the Continuing Member Representative and (y) holders of at least seventy-five percent (75%) of the Units of such class consent in writing to a treatment other than as described above. The bankruptcy ; provided that unless and until a Vesting Event has occurred with respect to the Restricted Common Units (within the meaning of the Act) of including a Member will not cause such Member to cease to be Vesting Event as a member of the Company and upon the occurrence result of such an eventLiquidating Event), and in which case the Company Restricted Common Units shall continue without dissolutionnot have any economic rights under this LLC Agreement.

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) the sale of all or substantially all of the assets of the Company; (b) the determination of the Board with the consent of PubCo, and with the consent of the Continuing Member Representative for so long as the Continuing Members hold Common UnitsBoard; (c) 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 in the Company unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act; and (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event. In the event of a dissolution pursuant to Section 11.1, the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more Members and subject to compliance with applicable Laws, unless, with respect to any class of Units, (x) for so long as the Continuing Members hold Common Units, the Continuing Member Representative and (y) holders of at least seventy-five percent (75%) % of the Units of such class consent in writing to a treatment other than as described above. The bankruptcy ; provided that unless and until a Vesting Event has occurred with respect to the Earnout Units (within the meaning of the Act) of including a Member will not cause such Member to cease to be Vesting Event as a member of the Company and upon the occurrence result of such an eventLiquidating Event), and in which case the Company Earnout Units shall continue without dissolutionnot have any economic rights under this LLC Agreement.

Liquidating Events. The (a) So long as any Obligation is outstanding, the Company shall only dissolve and commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating Event”):events: (a) the sale of all or substantially all of the assets of the Company; (b) the determination of the Board with the consent of PubCo, and with the consent of the Continuing Member Representative for so long as the Continuing Members hold Common Units; (ci) the termination of the legal existence of the last remaining Member member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Member member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Delaware Act; andor (dii) the entry of a decree of judicial dissolution under of the Company pursuant to Section 18-802 of the Delaware Act. The Members hereby agree that . (b) After the Obligations have been paid in full, the Company shall not dissolve prior upon the events set forth in Section 13.02 and shall also dissolve and commence winding up upon the first to occur of any of the following events: (i) if, after the occurrence of a Liquidating Event. In any event which terminates the event continued membership of a dissolution pursuant to Section 11.1Member in the Company, the relative economic rights Class B Members within 90 days following the occurrence of each class of Units immediately prior to any such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, subject to compliance with applicable Laws, unless, with respect to any class of Units, (x) for so long as the Continuing Members hold Common Units, the Continuing Member Representative and (y) holders of at least seventy-five percent (75%) of the Units of such class consent event elects in writing to a treatment other than as described above. The bankruptcy dissolve the Company, and if such election is not timely made, the Company shall continue without dissolution; or (within ii) the meaning vote of the ActBoard to dissolve, wind up and liquidate the Company. (c) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a Member will not cause such member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon the continuance of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and upon the admission of the transferee pursuant to Article 12) or (ii) the resignation of such Member and the admission of an additional member of the Company in accordance with Article 12, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such an eventmember in the Company, agree in writing (i) to continue the Company shall continue without dissolutionand (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member of the Company in the Company.