MULTIPLIED BY (Y) FOUR (4), MINUS (Z) THE
TOTAL INDEBTEDNESS OF THE COMPANY, (2) MINUS THE CLASS A LIQUIDATION PREFERENCE
AMOUNT (LESS THE AGGREGATE AMOUNT DISTRIBUTED AS PROVIDED IN SECTION 5.1(B)(I)),
MULTIPLIED BY (B) THE CLASS B PERCENTAGE INTEREST BEING SOLD.
ARTICLE IX
RESTRICTION ON THE RIGHT TO PURCHASE
9.1
RESTRICTION ON THE RIGHT TO PURCHASE.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, IN THE EVENT THAT GLD CORPORATION IS
VALIDLY PROHIBITED BY LAW OR CONTRACT (INCLUDING, WITHOUT LIMITATION, UNDER THE
GREAT LAKES CREDIT AGREEMENT, THE GREAT LAKES BONDING AGREEMENT AND THE GREAT
LAKES INDENTURE) FROM PURCHASING AN INTEREST (OR ANY PORTION THEREOF) SUBJECT TO
AN OPTION IT HAS EXERCISED HEREUNDER, GLD CORPORATION SHALL HAVE ONE HUNDRED
TWENTY (120) DAYS AFTER THE EXERCISE OF SUCH OPTION TO REMOVE OR OTHERWISE
REMEDY SUCH PROHIBITION BEFORE SUCH OPTION EXPIRES.
ARTICLE X
DISSOLUTION AND WINDING UP
10.1
LIQUIDATING EVENTS.
THE COMPANY SHALL DISSOLVE AND COMMENCE
WINDING UP AND LIQUIDATING ONLY UPON THE FIRST TO OCCUR OF ANY OF THE FOLLOWING
("LIQUIDATING EVENTS"):
(A)
ANY TIME THERE ARE NO MEMBERS;
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(B)
THE ENTRY OF A DECREE OF JUDICIAL DISSOLUTION UNDER THE ACT OR ANY
OTHER EVENT OR CIRCUMSTANCE REQUIRING DISSOLUTION UNDER THE ACT, SUBJECT HOWEVER
TO ANY CURE FOR SUCH EVENT OR CIRCUMSTANCE AS MAY BE SET FORTH IN THE ACT; AND
(C)
THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY.
The Members hereby agree that, notwithstanding any provision of the Act, the
Company shall not dissolve prior to the occurrence of a Liquidating Event.
The
Members further agree that in the event the Company is dissolved prior to a
Liquidating Event, the Company may be continued upon the election of the Class A
Members at such time to so continue the Company; provided, such election occurs
within thirty (30) days of the event triggering such dissolution.
An election
under this Section 10.1 shall be effected when the Class A Members holding a
majority of the Class A Interests so elect in writing or at a meeting of the
Class A Members.
10.2
WINDING UP.
UPON THE OCCURRENCE OF A LIQUIDATING EVENT, THE
COMPANY SHALL CONTINUE SOLELY FOR THE PURPOSE OF WINDING UP ITS AFFAIRS IN AN
ORDERLY MANNER, LIQUIDATING ITS ASSETS AND SATISFYING THE CLAIMS OF ITS
CREDITORS AND MEMBERS.
NO MANAGER, OFFICER OR MEMBER SHALL TAKE ANY ACTION THAT
IS INCONSISTENT WITH, OR NOT NECESSARY TO OR APPROPRIATE FOR, THE WINDING UP OF
THE COMPANY'S BUSINESS AND AFFAIRS.
SUCH MANAGERS AND OFFICERS AS REMAIN AFTER
THE OCCURRENCE OF A LIQUIDATING EVENT SHALL CONTINUE TO HAVE THE SAME RELATIVE
DUTIES AND AUTHORITY AS EXISTED PRIOR TO THE OCCURRENCE OF A LIQUIDATING EVENT,
SUBJECT TO THE REQUIREMENTS OF THE PRECEDING SENTENCE, AND THE BOARD OF MANAGERS
(OR, IF THERE ARE NO MANAGERS REMAINING, THE SENIOR OFFICER) SHALL HAVE THE
AUTHORITY TO DELEGATE THE DUTIES AND AUTHORITY OF ANY OFFICERS' POSITIONS THEN
VACANT TO ANY OTHER OFFICERS.
THE SENIOR OFFICER REMAINING (OR, IN THE EVENT
THERE