Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm designated in that notice, and those Persons otherwise fail to agree on an investment banking firm, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or u...
Bankrupt Members. 22 ARTICLE XII. DISSOLUTION, LIQUIDATION, AND TERMINATION...........................................................23
Bankrupt Members. Subject to Section 13.1 (c) , if any Member becomes a Bankrupt Member, the Company shall have the option, exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and on the exercise of this option the Bankrupt Member or its representative shall sell, its Membership Interest. The purchase price shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the Managers; however, if those persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such person, by notice to the other, may require the determination of fair market value to be made by an independent appraiser. The independent appraiser shall be selected in good faith by the Managers and reasonably acceptable to the Bankrupt Member. The determination of the independent appraiser is final and binding on all parties. The Bankrupt Member and the Company each shall pay one- half of the costs of the appraisal. The Company shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 12.1 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members.
Bankrupt Members. If any Member takes or becomes subject to any of the actions described in Section 31B-6-601(7) of the Act, that Person ceases to be a Member of the Company. The successor in interest to that Person holds that Person’s Membership Interest in the capacity of a non-Member with none of the rights and powers of a Member except the right to such Person’s Profits, Losses and Distributions.
Bankrupt Members. If any Member becomes Bankrupt ("BANKRUPT MEMBER"), the Company shall have the option, exercisable by notice from the Board of Managers to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and on the exercise of this option the Bankrupt Member or its representative shall sell, its Membership Interest. The purchase price shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the Board of Managers; however, if those Persons do not agree on the fair market value on or before the
Bankrupt Members. Subject to Section 12.01(c), if any Member becomes a Bankrupt Member (except to the extent a Majority Interest consents otherwise), the Company or, if the Company does not exercise the relevant option, the remaining Members which desire to participate, shall have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative shall sell, its Membership Interest. The purchase price shall be an
Bankrupt Members. 9 Section 6.05 Action or Derivative Proceeding by Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.06. Involuntary Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.07 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6.08 Purchase Price and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 6.09 Sale of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Bankrupt Members. If any Member becomes a Bankrupt Member (as defined below), the Company shall have the option, exercisable by notice from the Company to the Bankrupt Member at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy and on the exercise of this option the Bankrupt Member shall sell the Membership Interest of such Member. The purchase price and payment terms under this Section shall be as set forth in Section 6.08. As used herein a "Bankrupt Member" shall mean a Member who: (i) has been declared bankrupt through the issuance of an order of relief; (ii) has filed a petition in bankruptcy or for reorganization, or to effect a plan or other agreement with creditors; or (iii) has any bankruptcy petition filed against such Member
Bankrupt Members. 29 Section 6.03 Transferability of Membership Interest...........................................................31 Section 6.04 Expulsion of Member..............................................................................31 Section 6.05 Effectiveness of Transfer........................................................................32 ARTICLE VII -
Bankrupt Members. Subject to the other provisions of this Agreement, if any Member becomes a Bankrupt Member (as defined below), the Company shall have the option, exercisable by notice from the Company to the Bankrupt Member at any time prior to the 180th day after receipt of notice of the
