Dissociation of Member. Upon the occurrence of any of the events set forth in Section 605.0602 of the Act with respect to the member, the successor-in-interest or personal representative of the Member shall automatically become a substitute Member in place of the Member.
Dissociation of Member. Upon the Dissociation of a Member, such Member’s lawful successors shall automatically be vested with ownership of such Member’s entire Membership Interest, except that such Membership Interest shall, upon the occurrence of such Dissociation event (except, as regard to the Xxxx-Xxxx Member or NKFFM or any of their successors only, a Dissociation event described in Section 12.1(e) or (f)), automatically and without the requirement of any further action on the part of any Person, be converted into an Economic Interest with any one or more owners or holders thereof (or any portion thereof or any interest therein) being “Assignees” (but not “members” and “Members”) under the Act and for purposes of this Agreement.
Dissociation of Member. Upon the death or withdrawal (an "Event of Dissolution") of a Member holding ten percent or more of the capital or Income interests (such Member sometimes called a "Dissociated Member"), the Company shall dissolve and its affairs shall be wound up. The Company shall thereafter conduct only activities necessary to wind up its affairs, unless one or more Members remain, and the Member or those Members agree to continue the Company within 60 days after the Event of Dissolution. If an election to continue the Company is made, the Company shall continue and the Dissociated Member or the successor to the interest of the Dissociated Member shall have the rights of any Assignee, and:
A. The remaining Members may elect, within 30 days of the decision to continue the Company, to purchase the Dissociated Member's interest on such terms and conditions as the remaining Members and the Dissociated Member or the legal representative of the Dissociated Member may agree. If the remaining Members and the Dissociated Member (or such legal representative) do not agree, the remaining Members shall purchase the interest for a cash purchase price determined by the Company based on the value of the Capital Account of the Dissociated Member, as of the end of the calendar month preceding the Event of Dissolution, adjusted as if: (i) all Company Property were sold at fair market value; (ii) all liabilities of the Company were paid; (iii) the Company was liquidated in accordance with the provisions of Section 11.02; and (iv) any reasonable damages suffered by the Company because of the withdrawal or wrongful acts of a Dissociated Member were reduced to judgment and charged against the Dissociated Member's Capital Account. If the parties cannot agree on the fair market value of the interest of the Dissociated Member, then the parties shall use a business appraiser to evaluate the fair market value of the interest. The fair market value shall be paid within 90 days of the date of withdrawal or expulsion, except as otherwise provided in Article 3.04 for withdrawing members.
B. The Company shall continue until the expiration of the term for which it was formed or until another Event of Dissolution, in which event any remaining Member or Members shall again elect whether to continue the Company pursuant to this Section 11.01.
Dissociation of Member
