This excerpt taken from the VRSN 10-Q filed Jul 16, 2007.
DISSOLUTION, LIQUIDATION AND TERMINATION OF COMPANY
12.1 Dissolving Events. The Company shall be Liquidated and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events:
(a) the determination of the Board of Managers by Unanimous Board Consent to Liquidate the Company; or
(b) any event which under applicable law would cause the Liquidation of the Company, provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue.
Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the Liquidation of the Company. In such event, the remaining Member(s) may continue the business of the Company without Liquidation.
12.2 Dissolution and Winding-Up. Upon the Liquidation of the Company, the assets of the Company shall be liquidated or distributed under the direction of and to the extent determined by the Board and the business of the Company shall be wound up. Within a reasonable time after the effective date of Liquidation, the Companys assets shall be distributed in the following manner and order:
First, to creditors in satisfaction of indebtedness of the Company (other than any loans or advances that may have been made by any of the Members to the Company) and the expenses of Liquidation, in each case whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Board or the liquidating trustee, as the case may be, to be reasonably necessary for the payment of the Companys expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent);
Second, to the payment of any loans or advances, if any, that may have been made by any of the Members to the Company in the following order: (i) Default Loans, (ii) Cash Shortfall Loan, (iii) Additional Capital Loans, and (iv) any other loans or advances in order of their priority;
Third, to the Members in proportion to their respective Adjusted Capital Accounts as of the date of Liquidation, after giving effect to all contributions, distributions and allocations for all periods;
provided that no payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full; and provided, further, that if the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.
12.3 Distribution in Cash or in Kind. Upon the Liquidation of the Company, the Board shall use its commercially reasonable efforts to liquidate all of the Companys assets in an orderly manner and apply the proceeds of such Liquidation as set forth in Section 12.2; provided, that if in the good faith judgment of the Board, a Company asset should not be liquidated, the Board shall cause the Company to allocate, on the basis of the fair market value (as determined by the Board) of any such Company assets not sold or otherwise disposed of, any unrealized gain or loss based on such value to the Members Capital Accounts as though the assets in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute such assets in accordance with Section 12.2 as if such fair market value had been received in cash, subject to the priorities set forth in Section 12.2; and provided, further, that the Board shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash (or make reasonable provision for) the expenses, liabilities and other obligations referred to in Section 12.2.
12.4 Termination. The Company shall terminate when the winding up of the Companys affairs has been completed, all of the assets of the Company have been distributed and the Certificate of Formation has been canceled, all in accordance with the Delaware Act.
12.5 Claims of the Members. The Members and former Members shall look solely to the Companys assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.
12.6 Statements Upon Liquidation. By no later than one hundred twenty (120) days after the Liquidation and termination of the Company, each of the Members shall be furnished with statements similar, so far as may be practicable, to those described in Section 13.4, prepared by the certified public accountant for the Company, as of and for the period ending with the date of complete Liquidation.