Events of Dissociation. A Member ceases to be a Member of the Company upon the occurrence of any of the following events:
(a) The Member is expelled as a member in accordance with Section 6.06 of this Agreement;
(b) The Member (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent or has entered against the Member an order for relief in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for that Member any reorganization arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, (v) seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member's properties, or (vi) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in this subsection;
(c) The continuation of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member's properties without the Member's agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;
(d) In the case of a Member who is an individual, the individual's, (i) death (provided that in case of Dr. Kanazawa's death, an event of dissociation shall occur only if he or his heirs fail to Transfer his Interest to Grelan pursuant to Section 1.05); or (ii) adjudication by a court of competent jurisdiction as incompetent to manage the individual's person or property;
(e) In the case of a Member who is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;
(f) In the case of a Member that is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;
(g) In the case of a Member that is a corporation, the dissolution of the corporation or the revocation of its charter;
(h) In the case of a Member that is an estate, the distribution by the fidu...
Events of Dissociation. A member dissociates from the company if the member is expelled or becomes bankrupt. A member who is an individual also dissociates from the company if the member dies or becomes incapacitated, and a member that is an entity dissociates if it is dissolved or terminated.
12.3.1. A member will be considered to be incapacitated if a guardian of the member or a conservator of the member’s estate is appointed. A member serving as the managing member will also be considered to be incapacitated if the member has been unable to perform the essential functions of the managing member of the company, with or without reasonable accommodation, for a consecutive period of 180 days, or it has been determined with reasonable medical certainty that the member will be unable to perform those functions for a consecutive period of 180 days.
12.3.2. A member will be considered bankrupt if: (a) the member makes an assignment for the benefit of creditors; (b) the member files a voluntary petition in bankruptcy; (c) the member is adjudicated as being bankrupt or insolvent; (d) the member files a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, or dissolution for the member, or similar relief under any statute, law, or regulation; (e) the member files an answer or other pleading admitting or failing to contest the material allegations in any proceeding of the foregoing nature filed against the member, or the proceeding is not dismissed within 120 days after it is commenced; or (f) the member seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member, or of all or any substantial part of the member’s property, or the appointment of such a trustee, receiver, or liquidator without the member’s consent is not vacated or stayed within 120 days after the appointment or after the expiration of a stay.
Events of Dissociation. Upon the death, incapacity, resignation, expulsion, bankruptcy or dissolution of a Member, the involuntary withdrawal of PSO as a result of requirements imposed by regulatory authorities having jurisdiction over such Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company (any such Member shall be referred to herein as a "Dissociated Member" and any of such events shall be referred to herein as an "Event of Dissociation"), the Company shall dissolve and its affairs shall be wound up; provided, however, it is agreed that without the consent of all other Members, no Member may voluntarily resign from the Company except as otherwise provided in the Member Agreement. The Company shall thereafter conduct only activities necessary to wind up its affairs, unless there is at least one (1) remaining Member and within sixty (60) days after the occurrence of an Event of Dissociation, all the remaining Members unanimously agree to continue the Company. If any election to continue the Company is made, then, except as otherwise provided in the Member Agreement or the Manager's Agreement:
(a) The remaining Members may elect, within thirty (30) days of the decision to continue the Company, to purchase the Dissociated Member's interest in the profits and capital of the Company upon such terms and conditions as the remaining Members and the Dissociated Member or the legal representative of the Dissociated Member, may agree. In the event the remaining Members and the Dissociated Member (or such legal representative) do not agree upon terms and conditions for a purchase of such interest of the Dissociated Member,the remaining Members shall have an option (to be exercised within sixty (60) days after the occurrence of the Event of Dissociation, by giving notice to the Dissociated Member (or such legal representative) to purchase the interest for a cash purchase price determined by the value of the Capital Account of the Dissociated Member, as of the end of the calendar month preceding the occurrence of the Event of Dissociation, adjusted as if all Company Property were sold at fair market value, and all liabilities of the Company were paid and the Company was liquidated in accordance with the provisions of Section 12.03.
(b) The Company shall continue until the expiration of the term for which it was formed or until the occurrence of another Event of Dissociation, in which event any remaining Members shall again elect w...
Events of Dissociation. A Member's Dissociation from the Company occurs upon: (1) the Member's resignation from the Company; (2) the Member's Transfer of the Member's entire Membership Interest; (3) the Member's Bankruptcy; (4) as to a Member who is a natural person, the Member's death or adjudication of incompetency; (5) as to a Member who holds a Membership Interest as a fiduciary, distribution of the entire Membership Interest to the beneficial owners; or (6) as to a Member that is an Entity, the Entity's dissolution.
Events of Dissociation. A Member shall be dissociated from the LLC only upon the occurrence of an event identified in this Section 7.a.
Events of Dissociation. A Shareholder shall be dissociated from the Company upon the occurrence of any of the following events (each, an “Event of Dissociation”):
(a) The Company’s having notice of the Shareholder’s express will to withdraw upon the date of notice or on a later date specified by the Shareholder:
(b) A determination by the Board of Managers after written notice and an opportunity of the Shareholder to show cause why the brokerage should not be dissociated from the Company, rendered upon an application or petition by the Company, or another Shareholder, based upon the Board of Managers’ findings that the Shareholder should cease to be a Shareholder for Cause. Any such determination shall be rendered by an affirmative vote of not less than two thirds (2/3rds) of the total number of the members of the Board of Managers then in office;
(c) Dissolution of a Shareholder that is a corporation, limited liability company or partnership, or limited or general partnership and, to the extent possible, such dissolution not having been reversed within thirty (30) days of such dissolution; or
(d) A Shareholder’s failure to pay any additional Consideration, or the fees or expenses assessed by the Board of Managers for use of the System during the time specified by the Board of Managers for the receipt of such payments.
(e) A Shareholder renounces ownership of its Unit and provides its intent to withdraw form the Company;
(f) A Shareholder ceases to be a paying user of the MLS Service and System, or in the case of A Realtor Association Shareholder, ceases to provide the MLS Service and System to its member brokers.
Events of Dissociation. A person, trust or entity shall cease to be a Member upon the happening of any of the following Events of Dissociation:
(a) The withdrawal of a Member by voluntary act with the consent of all the other Members;
(b) The removal of a Member (by a vote of a Majority in Interest of the Remaining Members) following such Member’s Disposition of all of the Member’s Membership Interest;
(c) Any Member (1) making an assignment for the benefit of creditors, (2) filing a voluntary petition in bankruptcy, (3) being adjudicated a bankrupt or insolvent, (4) filing a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation (or filing any answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any such proceeding), or (5) seeking, consenting to or acquiescing in the appointment of a receiver or liquidator of the Member or of all or any substantial part of the Member’s properties;
(d) The occurrence of any event described in Ark. Code Xxx. § 4-32-802(a)(5);
(e) In the case of a Member who is a natural person:
(1) the death of the Member;
(2) the entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage the Member’s person or estate, unless a duly appointed guardian or an attorney-in-fact fully authorized under a valid durable power of attorney is legally empowered to exercise the incompetent Member’s rights under this Agreement.
(f) In the case of a Member who is a trust or is acting as a Member by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(g) In the case of a Member that is a separate partnership, limited partnership, limited liability company or other organization other than a corporation, the dissolution and commencement of winding up of the separate entity or organization;
(h) In the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the lapse of ninety (90) days after notice to the corporation without reinstatement of its charter; or
(i) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the Company.
Events of Dissociation. A Person shall cease to be a Member upon the death of such Person or the entry of any order by a court of competent jurisdiction adjudicating such Person incompetent to manage his or her person or estate. In any such event, such Person and his or its successors-in-interest, shall have the rights set forth in Article 10.2 and otherwise under such other arrangements, between the Company and such Person.
Events of Dissociation. Only the events specified in Sections 14-11-601.1 of the Act shall cause a Member to cease to be a Member.
Events of Dissociation. A Member’s “Dissociation” from the Company occurs upon: (i) the Member’s Bankruptcy; (ii) as to a Member who is a natural person, the Member’s death, an adjudication by a court of competent jurisdiction of the Member’s incompetency, or the Member’s imprisonment after conviction of a felony for a term greater than one year (“Imprisonment”); (iii) as to a Member who holds a Membership Interest as a fiduciary, distribution of the Member’s entire Membership Interest to the beneficial owners; or
