article 12
term
the company shall continue until dissolved by the written consent of members having a sharing ratio of more than 50% or upon sale of all or substantially all of its assets.
article 13
initial public offering
13.1 conversion to corporation. if the company decides to initiate an initial public offering, and if that decision requires that the company be restructured into a corporation (the 'resulting corporation'), then, subject to the approval of the management committee pursuant to section 7.1:
(a) the resulting corporation will be organized and incorporated under the laws of the state of _________(state);
(b) the certificate of incorporation and bylaws of the resulting corporation will include standard and customary provisions as will then be applicable to public corporations incorporated under the laws of the state of _________(state), and such other provisions as may be agreed upon by the management committee; and
(c) the members and the company will negotiate in good faith with the intent of entering into a shareholders' agreement that will contain customary provisions, including 'tag along' rights.
article 14
dissolution and termination
14.1 final accounting. in case of the dissolution of the company, a proper accounting shall be made as provided in section 9.4 from the date of the last previous accounting to the date of dissolution.
14.2 liquidation. upon the dissolution of the company, the management committee shall select a person to act as liquidator to wind up the company. the liquidator shall have full power and authority to sell, assign and encumber any or all of the company's assets and to wind up and liquidate the affairs of the company in an orderly and businesslike manner. all proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the company and the expenses of liquidation; (ii) to the setting up of such reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the company; and (iii) to the members in accordance with article 4.
14.3 distribution in kind. if the liquidator shall determine that a company asset should be distributed in kind, the liquidator shall obtain an independent appraisal of the fair market value of the asset as of a date reasonably close to the date of liquidation. any unrealized appreciation or depreciation with respect to such asset shall be allocated among the members (in accordance with the provisions of article 5 assuming that the asset was sold for the appraised value) and taken into consideration in determining the balance in the members' capital accounts as of the date of liquidation. distribution of any such asset in kind to a member shall be considered a distribution of an amount equal to the asset's fair market value for purposes of section 14.2. the liquidator, in its sole discretion, may distribute any percentage of any asset in kind to a member even if such percentage exceeds the percentage in which the member shares in distributions as long as the sum of the cash and fair market value of all the assets distributed to each member equals the amount of the distribution to which each member is entitled.