Common use of Liquidating Events Clause in Contracts

Liquidating Events. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing Member, with the Consent of a Majority-in-Interest of the Members; (ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all Assets; or (iii) any other event which results in a mandatory dissolution under the Act.

Appears in 5 contracts

Sources: Limited Liability Company Agreement (GEN Restaurant Group, Inc.), Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC)

Liquidating Events. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing MemberManager, with the Consent of a Majority-in-Interest of the Members; (ii) a dissolution of the expiration Company under Section 18-801(4) of forty-five (45) days after the sale or other disposition of all or substantially all AssetsAct, unless the Company is continued without dissolution pursuant thereto; or (iii) any other event which results in the entry of a mandatory dissolution judicial decree under Section 18-802 of the Act.

Appears in 4 contracts

Sources: Limited Liability Company Agreement (AleAnna, Inc.), Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Swiftmerge Acquisition Corp.)

Liquidating Events. The Company shall be dissolved dissolve and commence winding up and liquidating its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing MemberManager, with the Consent of a Majority-in-Interest of the Members; (ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all Assets; or (iii) any other event which that results in a mandatory dissolution under the Act.

Appears in 4 contracts

Sources: Limited Liability Company Agreement (HNR Acquisition Corp.), Limited Liability Company Agreement (HNR Acquisition Corp.), Limited Liability Company Agreement (Verde Clean Fuels, Inc.)

Liquidating Events. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing Member, with the Consent of a Majority-in-Interest of the Members; (ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all Assets; or (iii) any other event which that results in a mandatory dissolution under the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)

Liquidating Events. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing MemberManager, with the Consent of a Majority-in-Interest of the Members; (ii) a dissolution of the expiration Company under Section 18-801(4) of forty-five (45) days after the sale or other disposition of all or substantially all AssetsAct, unless the company is continued without dissolution pursuant thereto; or (iii) any other event which results in the entry of a mandatory dissolution judicial decree under Section 18-802 of the Act.

Appears in 2 contracts

Sources: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)

Liquidating Events. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing MemberManager, with the Consent of a Majority-in-Interest of the Members; (ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all Assets; or (iii) any other event which that results in a mandatory dissolution under the Act.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (NUSCALE POWER Corp), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)

Liquidating Events. The Company shall be dissolved will dissolve and its business and affairs shall will be wound up upon on the occurrence of any first to occur of the following events (each, a “Liquidating Event”): (i) an election to dissolve the Company made by the Managing Member, with the Consent Fundamental Reserved Matter Member Approval of a Majority-in-Interest of the Memberssuch action; (ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all of the Company’s business and Assets; orand (iii) any other event which results in a mandatory decree by a court of competent jurisdiction requiring the winding up, dissolution or termination of the Company, rendered under the ActApplicable Law.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Virginia Electric & Power Co)