Comcast 2010 Annual Report Download - page 314

ARTICLE 12
D
ISSOLUTION , L IQUIDATION AND T ERMINATION
Section 12.01. No Dissolution . The Company shall not be dissolved by the withdrawal of any Member (subject to Section 12.02(d)) or the
admission of Additional Members in accordance with the terms of this Agreement.
Section 12.02. Events Causing Dissolution . The Company shall be dissolved and its affairs shall be wound up solely upon the first to
occur of the following events:
(a) subject to Section 4.10(a), the determination of the Members, by means of an affirmative vote of the Members holding a majority of the
outstanding Units, to dissolve and terminate the Company;
(b) the sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole);
(c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(d) at any time when there are no Members, unless the Company is continued in accordance with the Act.
Section 12.03. Bankruptcy of a Member . The bankruptcy (within the meaning of Sections 18-101 and 18-304 of the Act) of a Member
shall not cause such Member to cease to be a Member, and upon the occurrence of such event, the Company shall continue without dissolution.
The receivership or dissolution of a Member will not in and of itself cause the dissolution of the Company, and upon the occurrence of such
event, the Company shall continue without dissolution under the management and control of the remaining Members, unless there are no
remaining Members of the Company.
Section 12.04. Winding Up . (a) In the event of the dissolution of the Company pursuant to Section 12.02, the Company’s affairs shall be
wound up by a liquidating trustee of the Company selected by the Board (in such capacity, the “ Liquidating Agent ”),
which Liquidating Agent
shall be an individual who is knowledgeable about the Company’
s business and operations (to the extent possible) and has substantial experience
in the purchase and sale of businesses.
(b) Upon dissolution of the Company and until the filing of a certificate of cancellation as provided in Section 18-203 of the Act, the
Liquidating Agent may, in the name of, and for and on behalf of, the Company, prosecute and defend lawsuits, whether civil, criminal or
administrative, settle and close the Company’s business, dispose of and convey the Company’s property or sell the Company (and its
Subsidiaries) as a going concern, discharge or make
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