Ceasing to be a Member Sample Clauses

Ceasing to be a Member. Upon any Member's death, expulsion, resignation, dissolution, incompetency, or bankruptcy, such person or entity shall cease to be a Member. Any payment made to a Member's successor in interest, personal representative, executor, or administrator shall acquit the Company of any and all liability to such Member and to any such person as may be interested in any such payment by reason of such Member's death, expulsion, resignation, dissolution, incompetency, or bankruptcy.
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Ceasing to be a Member. A Member shall cease to be a Member only when (a) the Member suffers an Event of Dissociation; or (b) the Member’s entire Member Units and Interests are transferred under Section 10.1 or Article 12 hereof. Except as provided in this Section 3.4, neither the Company nor any Member shall have the right to remove any other Member.
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Ceasing to be a Member. Any Person admitted as a Member pursuant to Section 3.2 or 3.3 shall cease to be a Member, and shall cease to have the rights of a Member, under this Agreement at such time such Person no longer owns, beneficially and of record, any Membership Units, but such Person shall remain bound by the terms of Article X and Article XII.
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Ceasing to be a Member. 8.4.1 Any Co-operative shall cease to be a Member: a. If they do not hold a valid lease of land and buildings from the Company within 12 months of registration of the Company; or b. On the termination of all the leases they hold with the Company; or c. On resignation; or d. On being dissolved or otherwise ceasing to exist, becoming insolvent or having a liquidator, receiver or manager appointed; or e. If they do not hold a valid lease of land and buildings from the Company pursuant to a current Company Co-operative Agreement. _________________________________________________________________________
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Ceasing to be a Member. A member shall cease to be a member only upon: (a) the voluntary transfer or assignment of all of such member’s interest in the Company; or (b) to the extent that a written operating agreement cannot provide otherwise, an event which, under the Act, terminates the continued membership of a member of a Delaware limited liability company.
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Ceasing to be a Member. (a) Unless the Board otherwise determines, a Member’s membership terminates automatically if:‌ (i) the Member, being a natural person, dies; (ii) the Member, being a natural person, is convicted of an indictable offence, is declared bankrupt or becomes a person of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or‌ (iii) where a Member is required to pay the Membership Fee under clause 4.2, a Member’s Membership Fee for the then-current membership year remains unpaid as at the 1 September after the 1 July date on which that Membership Fee was due.‌ (b) Subject to this Constitution and the Corporations Act, the Board may at any time and from time to time determine, at its sole discretion and without having to give reasons for its determination, to terminate a Member's membership and remove the name of that Member from the Register if:‌ (i) in the opinion of the Board, the Member ceases to be eligible for membership of ACON Health;‌ (ii) if the Member being a body corporate goes into liquidation whether voluntarily or compulsory except for the purposes of reconstruction or amalgamation, or an order is made by a court for the winding up or deregistration of the Member; (iii) the Member’s actions, interests or primary business is, in the opinion of the Board, contrary, prejudicial or detrimental to the interests or reputation of ACON Health or its Members or contrary to the Objects of ACON Health (or the Member becomes controlled or influenced by, or connected to, any such person(s), as the case may be); or‌ (iv) the Board is of the opinion that the Member has persistently refused to perform its obligations to ACON Health or conducted itself so as to bring discredit on ACON Health or to disrupt the activities of ACON Health and to make continued membership undesirable in the interests of ACON Health or the other Members.‌ (c) In the case of clause 6.2(b)(i), (iii) and (iv), the Board shall not deliberate upon any motion for the removal of a Member until at least 7 days after the Member has been notified of the Board’s intention to consider terminating the Member’s membership. The Member shall be entitled to respond either in writing delivered to the Secretary prior to the date on which the Board is to deliberate on such motion or by appearing before the Board immediately prior to the meeting of Directors to deliberate on such motion, after which the Board shall determine whether to ...
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Related to Ceasing to be a Member

  • Liability of a Member The liability of each Member shall be limited as provided in the Delaware Act and as set forth in this Agreement. No Member shall be obligated to restore by way of Capital Contribution or otherwise any deficits in its Capital Account (if such deficits occur).

  • Dissociation of a Member The withdrawal, resignation, retirement, disability, expulsion, or bankruptcy of a member will terminate the membership of the member in the Company. Such a member will be deemed a “dissociated member.”

  • Termination Other Than for Cause A. Pursuant to this provision, the Judicial Council may terminate this Agreement for convenience at any time, upon providing the Contractor written Notice identifying the effective date of termination. Upon the effective date of the termination Notice for convenience, the Contractor shall promptly discontinue all services affected unless the Notice specifies otherwise. B. If the Judicial Council terminates all or a portion of this Contract other than for cause, the Judicial Council will pay the Contractor for satisfactory services rendered before the termination, not to exceed the Contract Amount, unless otherwise set forth herein. C. The Judicial Council’s right to terminate for convenience is in addition to the Judicial Council’s rights to terminate under the Judicial Council’s obligation subject to availability of funds provision or the termination for cause provision, as set forth herein.

  • Offering of Units by the Underwriters Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus.

  • Termination for Cause by the Company The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Termination for Other Reasons The Corporation may discharge the Executive without Cause by giving written notice to the Executive in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. The Executive may resign from his employment by giving written notice to the Corporation in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. Except to the extent otherwise provided in Section 9 with respect to certain post-Date of Termination obligations of the Corporation, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged without Cause or resigns.

  • Indemnification by the Investor In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

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