Dissolution, etc. of a Member Sample Clauses

Dissolution, etc. of a Member. (a)Upon the insolvency or bankruptcy of a Member (a "Disabled Member"), then the Company shall purchase, and the Disabled Member or his or its estate or other successor in interest ("Successor") shall sell, the Disabled Member's entire Membership Interest in, and any loans from the Disabled Member to, the Company for the price and on terms hereinafter set forth in this Section 5.4(b), unless the remaining Member (or, if there is, at such time, more than one remaining Member, then a Majority in Interest of the remaining Members) agrees to admit the Disabled Member's Successor to the Company as a substitute member. If the remaining Member (or, if there is, at such time, more than one remaining Member, then a Majority in Interest of the remaining Members) agrees to admit the Disabled Member's Successor to the Company as a substitute member, but the Disabled Member's Successor refuses to be so admitted, then the Disabled Member shall be deemed to have withdrawn from the Company, and the provisions of Section 5.3 shall apply.
Sample 1
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Related to Dissolution, etc. of a Member

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Dissolution and Liquidation (Check One)

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8. SECTION 6 SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

  • NO DISSOLUTION, NO NULLIFICATION To the extent permitted by law, the parties hereby waive their rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve (ontbinden), or demand in legal proceedings the dissolution (ontbinding) of, this Agreement. Furthermore, to the extent permitted by law, the parties hereby waive their rights under Article 6:228 of the Dutch Civil Code to nullify (vernietigen), or demand in legal proceedings the nullification (vernietiging) of, this Agreement on the ground of error (dwaling).

  • Dissolution of Entity The Contractor shall notify the County immediately of any intention to discontinue existence of the entity or to bring an action of dissolution.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

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