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 assets of the Company; and (b) The unanimous written agreement of the Managing Member and the H&F Continuing Members to dissolve, wind up, and liquidate the Company. 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 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. 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: 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 the following (“Liquidating Events”):
(a) The sale of all or substantially all of the assets of the Company; andProperty;
(b) The unanimous written agreement of holders of a majority of the Managing Member and the H&F Continuing Members 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 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) aboveEvent. 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: 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 assets of the Company; and;
(b) The unanimous consent of the Board; and
(c) The unanimous written agreement of the Managing Member and the H&F Continuing all Members to dissolve, wind up, and liquidate the Company. 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 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. 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
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 assets of the Company; and;
(b) The unanimous consent of the Board; and
(c) The unanimous written agreement of the Managing Member and the H&F Continuing all Members to dissolve, wind up, and liquidate the Company. 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 18-802 18802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. 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
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 assets of the Company; and;
(b) The unanimous consent of the Board; and
(c) The unanimous written agreement of all Members (other than the Managing Member and the H&F Continuing Members Plan Member) to dissolve, wind up, and liquidate the Company. 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 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. 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
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 assets of the Company; and;
(b) The unanimous consent of the Board; and
(c) The unanimous written agreement of all Members (other than the Managing Plan Member and the H&F Continuing Members eRx Members) to dissolve, wind up, and liquidate the Company. 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 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. 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: Merger Agreement (Emdeon Inc.)