Liquidation Event. (a) The Company shall dissolve and shall commence winding up and liquidation upon the first to occur of any of the following (each, a “Liquidation Event”): (i) the date upon which a Liquidation Event Notice becomes effective in accordance with Section 14.2 so as to cause a Notice Event to become a Liquidation Event; (ii) the Bankruptcy of the Company, the Managing Member, any Material Affiliate of the Managing Member or the Parent Company; (iii) the Members unanimously consent to dissolve, wind up, and liquidate the Company; (iv) the initial Managing Member or any other Managing Member approved by the Class A Limited Members (to the extent required pursuant to Section 5.7) ceases to be the Managing Member; or (v) the entry of a decree of judicial dissolution with respect to the Company under Section 18-802 of the Act. The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Liquidation Event.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (At&t Inc.), Limited Liability Company Agreement (At&t Inc.), Limited Liability Company Agreement (At&t Inc.)
Liquidation Event. (a) The Company shall dissolve and shall commence winding up and liquidation upon the first to occur of any of the following (each, a “Liquidation Event”):
(i) the date upon which a Liquidation Event Notice becomes effective in accordance with Section 14.2 so as to cause a Notice Event to become a Liquidation Event;
(ii) the Bankruptcy of the Company, the Managing Member, any Material Affiliate of the Managing Member or the Parent Company;
(iii) the unanimous consent of the Members unanimously consent to dissolve, wind up, and liquidate the Company;
(iv) the initial Managing Member or any other Managing Member approved by the Class A Limited Members (to the extent required pursuant to Section 5.7) ceases to be the Managing Member; or
(v) the entry of a decree of judicial dissolution with respect to the Company under Section 18-802 of the Act. The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Liquidation Event.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (At&t Inc.), Limited Liability Company Agreement (At&t Inc.)