Events Triggering Dissolution. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following ("Liquidating Events"): (a) the unanimous agreement of all of the Members that the Company should be dissolved; (b) the insolvency or bankruptcy of the Company; (c) the sale of all or substantially all of the Company's assets; or (d) any event that makes it impossible, unlawful or impractical to carry on the business of the Company. Notwithstanding anything to the contrary in the Act, the Members agree that the Company shall not be dissolved or liquidated prior to the occurrence of a Liquidating Event, as set forth in this Article 8. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, then within a 90-day period after such determination (the "Reconstitution Period"), the Members may elect to reconstitute the Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited liability company on identical terms. Upon such election with the Reconstitution Period all Members and Economic Interest Owners (and their successors in interest) shall be bound thereby and shall be deemed to have consented to such election.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement