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.”
Dissociation of a Member. Where a Member is in breach of this Agreement and said Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to the individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.
Dissociation of a Member. (a) Each of the following events shall be an “Event of Dissociation” (herein so called) with respect to TPG:
(i) Any Purchase Event occurs with respect to TPG, regardless of whether a Member exercises the Purchase Option, subject of the right of TPG to receive notice of a Default Purchase Event and the opportunity within thirty (30) days of such notice to cure such curable Default Purchase Event;
(ii) TPG shall have a garnishment, lien, charging order or similar device issued against it or its equity interest in any asset;
(iii) TPG shall breach any other term or condition of this Agreement which shall not be cured, with respect to monetary defaults, within ten (10) days, and, with respect to non-monetary defaults, within thirty (30) days, after notice to such Member of such breach;
(iv) TPG shall have a judgment awarded against it in any capacity in an amount that would threaten the solvency of TPG, as determined by the Board of Managers in its sole discretion;
(v) TPG shall commit any other act in violation of such Member’s duties of good faith and care to the Company or the other Members; or
(vi) such Member shall have received the consent of the Board of Managers to withdraw from the Company.
(b) If TPG is subject to an Event of Dissociation, it shall lose all Management Rights, and shall have no right to participate in the management of the business and affairs of the Company; provided, that in such event (i) TPG shall remain entitled to receive allocations of profit, income, gain, loss, deduction and tax credit, and distributions of Net Operating Profits or assets upon liquidation pursuant to Section 6.2 hereof attributable to its Membership Interest, and (ii) shall remain obligated to pay and perform all duties, obligations and liabilities of TPG (or attributable to its Membership Interest) under this Agreement.
(c) If approved by the Board of Manager, a holder of a Membership Interest without any Management Rights, including a Member subject to dissociation pursuant to Section 5.4(b) hereof, may be admitted as a “Substitute Member” and admitted to all the rights of the Member assigning the Membership Interest or, as the case may be, to which such Member was entitled prior to dissociation in accordance with Section 5.4(b) hereof, with the consent of the Board of Managers and all Members other than the Member with respect to which the Event of Dissociation has occurred, and the execution and acknowledgment by the Substitute Member of an instrument, a...
Dissociation of a Member. A member shall have the right to discontinue membership upon giving thirty days notice. A member shall cease to have the right to membership upon death, court-ordered incapacity, bankruptcy or expulsion. The limited liability company shall have the right to buy the interest of any dissociated member at fair market value.
Dissociation of a Member. Except as noted in Section 2.10 below (regarding Founding Members), the death, Bankruptcy or dissolution of a Member (i) will cause such Member to resign or to be dissociated from the Company; (ii) will terminate the continued membership of such Member in the Company; and (iii) may or may not cause a dissolution of this LLC pursuant to Article XIV hereof.
Dissociation of a Member. (i) Upon the occurrence of the dissociation of a Member as described in Section 3.12 above, the Company shall have a right (also a “Special Purchase Right”) to purchase from the Dissociated Member, in accordance with the provisions of this Section 6.8, all or any portion of the Units of such Dissociated Member.
(ii) A Member or the authorized representative of such Member or its estate shall promptly provide the Company with written notice (the “Dissociation Notice”) upon the occurrence of an event causing it to become a Dissociated Member. The Dissociation Notice shall be accompanied by a copy of the applicable death certificate, a file-marked copy of the Bankruptcy petition filing or similar court record verifying the Bankruptcy occurrence, or certified record of dissolution. The Dissociated Member shall thereafter provide sufficient documentation as reasonably requested by the Company to permit the Company to exercise its Special Purchase Right as described herein.
Dissociation of a Member. 14 Section 9.1. Dissociation ........................................................................ 14 Section 9.2. Rights of Dissociating Member ....................................................... 15
Dissociation of a Member. In the event of either a voluntary or involuntary withdrawal of a Member, if the remaining Members elect to purchase the interest of the withdrawing Member, the remaining Members will serve written notice of such election, including the purchase price and method and schedule of payment for the withdrawing Member's interest, upon the withdrawing Member, their executor, administrator, trustee, committee or analogous fiduciary within a reasonable period after acquiring knowledge of the change in circumstance to the affected Member. The purchase amount of any buyout of a Member's interest will be determined as set out in the Valuation of Interest section of this Agreement.
Dissociation of a Member. The expulsion, Bankruptcy or dissolution of a Member (i) will cause such Member to be dissociated from the LLC (a "Dissociated Member"), (ii) will terminate the continued membership of such Member in the LLC, and (iii) will cause a dissolution of this LLC pursuant to Article XII hereof.
Dissociation of a Member. A Member may dissociate from the Company at any time upon sixty (60) days prior written notice to the Company, without prejudice to the lights, if any, of the Company or the other Members under any contract other than this Agreement to which the dissociating Member is a xxxxx. Dissociation shall not release a Member from any obligations or liabilities under this Agreement accrued or incurred before the effective date of dissociation. Furthermore, the dissociating Member will thereafter be subject to the following: (i) only have a Transferable Interest in the Company (without any Membership Rights); (ii) the Membership Interest is subject to purchase and sale at the Enterprise Value (as defined in Section 11.7 below) by the Company and/or remaining Members under the terms of the Right of First Refusal set forth in Section 11.3; and (iii) the Company will not be required to distribute any property or other assets or any portion of the Capital Contributions or Capital Account of the dissociating Member until similar distributions are made to Members who have not resigned or dissociated from the Company.
