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This excerpt taken from the GIS 10-Q filed Jan 6, 2005. 13.1 Liquidating Events. (a) The Company shall dissolve and shall commence winding up and liquidation upon the first to occur of any of the following (each, a “Liquidating Event”): (i) The date upon which a Liquidation Notice (as defined below) becomes effective to cause a Class A Notice Event (as defined below) to become a Liquidating Event; (ii) The Bankruptcy of the Company or any of its Subsidiaries or any GMI Member; (iii) The unanimous vote or consent of the Members to dissolve, wind up, and liquidate the Company; (iv) In the event the Managing Member has elected pursuant to the Class A Purchase Option to purchase all of the Class A Limited Membership Interests, (x) the failure of the Managing Member, or its designee, to pay the Class A Purchase Price in Cash in the amount and at such times as are required pursuant to Section 11.8 or (y) the occurrence of any GMI Event; (v) The happening of any other event which makes it unlawful, impossible, or impractical to carry on the business of the Company; (vi) GMCO, another consolidated Subsidiary of GMI, or another Managing Member approved by the Limited Members ceases to be the Managing Member; or (vii) The entry of a decree of judicial dissolution of 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 Liquidating Event. (b) Reconstitution. 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 an additional ninety (90) days after such determination (the “Reconstitution Period”), all of 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 terms identical to those set forth in this Agreement. Unless such an election is made within the Reconstitution Period, the 113 Company shall dissolve and wind up its affairs in accordance with Section 13.2. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited liability company shall continue until the occurrence of a Liquidating Event as provided in Section 13.1(a); and (ii) Unless otherwise agreed to by all of the Members, the Certificate of Formation, and this Agreement shall, subject to any requirement under the Act to file a new certificate of formation, automatically constitute the certificate of formation and agreement of such new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed, and transferred to the new Company. No bond, collateral, assumption, or release of any Member’s or the Company’s liabilities shall be required; provided that the right of the Members to select successor managers and to reconstitute and continue the business of the Company shall not exist and may not be exercised unless the Company has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Member and neither the Company nor the reconstituted limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue. (c) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a Member. |
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