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 (“Liquidating Events”): (a) The sale of all or substantially all of the Property; (b) The agreement of holders of a majority of the Voting Interests Percentage to dissolve, wind up, and liquidate the Company; (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) An administrative dissolution or the entry of a decree of judicial dissolution of the Company under the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event. 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 continue the business of the Company without a winding up or liquidation.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement (Lakes Entertainment Inc)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (“Liquidating Events”): (a) The sale of all or substantially all of the Property;assets of the Company; and (b) The unanimous written agreement of holders of a majority of the Voting Interests Percentage Managing Member and the H&F Continuing Members to dissolve, wind up, and liquidate the Company; (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) An administrative dissolution or the entry of a decree of judicial dissolution of the Company under the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating EventEvent and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Emdeon Inc.), Limited Liability Company Agreement (Emdeon 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 sale of all or substantially all of vote by the Property; (b) The agreement of holders of a majority of the Voting Interests Percentage Member to dissolve, wind up, and liquidate the Company;; or (c) b. The happening of any other event that makes it unlawful unlawful, impossible, or impossible impractical to carry on the business of the Company; or (d) An administrative dissolution or the entry of a decree of judicial dissolution . The Member hereby agrees that, notwithstanding any provision of the Company under the Act. The Members hereby agree that , the Company shall not dissolve prior to the occurrence of a Liquidating Event. 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 Member hereby agree agrees to continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Operating Agreement (FG Financial Group, 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 sale of all or substantially vote by all of the Property; (b) The agreement of holders of a majority of the Voting Interests Percentage Members to dissolve, wind up, and liquidate the Company;; or (c) B. The happening of any other event that makes it unlawful unlawful, impossible, or impossible impractical to carry on the business of the Company; or (d) An administrative dissolution C. All or substantially all of the entry of a decree of judicial dissolution assets of the Company under are disposed of. The Member hereby agrees that, notwithstanding any provision of the Act. The Members hereby agree that , the Company shall not dissolve prior to the occurrence of a Liquidating Event. 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 Member hereby agree agrees to continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Operating Agreement (HSI IP, Inc.)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (“Liquidating Events”): (a) The sale of all or substantially all of the Propertyassets of the Company; (b) The unanimous consent of the Board; and (c) The unanimous written agreement of holders of a majority of the Voting Interests Percentage all Members to dissolve, wind up, and liquidate the Company; (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) An administrative dissolution or the entry of a decree of judicial dissolution of the Company under the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating EventEvent and that no Member shall seek a dissolution of the Company, under Section 18802 of the Act or otherwise, other than based on the matters set forth above. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Emdeon 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 sale Seventy-Five (75) years after the date of all or substantially all filing of the Property;Articles of Organization of the Company; or (b) The agreement vote at any time, by unanimous written consent of holders of a majority of the Voting Interests Percentage all Members to dissolve, wind up, and liquidate the Company;; or (c) The happening occurrence of any other event that makes it unlawful or impossible terminates the continued membership of a Member, other than the permitted sale of such Member's Membership Interest pursuant to carry on the terms hereof unless, and notwithstanding the occurrence of any of the Liquidating Events, the business of the Company; or (d) An administrative dissolution Company is continued by the consent of all remaining Members or unless extended by an amendment of the entry Articles of a decree of judicial dissolution Organization providing for the continued existence of the Company under the Actsubsequent to a Liquidating Event. The Members hereby agree that that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Liquidating Event. 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 continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Operating Agreement (HMG Courtland Properties Inc)

Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (“Liquidating Events”): (a) The sale of all or substantially all of the Propertyassets of the Company; (b) The unanimous consent of the Board; and (c) The unanimous written agreement of holders of a majority of the Voting Interests Percentage all Members to dissolve, wind up, and liquidate the Company; (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) An administrative dissolution or the entry of a decree of judicial dissolution of the Company under the Act. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating EventEvent and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth above. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Emdeon Corp)

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 sale of all or substantially all of the Property; (b) The agreement of holders of a majority determination of the Voting Interests Percentage Class A Member to dissolve, wind up, up and liquidate the Company;Company (subject to the prior approval of the Class B Member and Class C Member, as the case may be, for all periods during which they continue to be Members; or (c) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or (d) An administrative dissolution or the entry Entry of a decree of judicial dissolution of the Company under the Actpursuant to applicable law. The Members hereby agree that that, notwithstanding any provision of applicable law, the Company shall not dissolve prior to the occurrence of a Liquidating Event. 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 continue the business of the Company without a winding up or liquidation.

Appears in 1 contract

Sources: Operating Agreement (Cornerstone Core Properties REIT, Inc.)