Common use of Events of Dissociation Clause in Contracts

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 fiduciary of the estate's entire interest in the Company; or (i) In the case of a Member that is a company organized under the laws of any country other than the U.S.A. or an individual residing outside the U.S.A., the Company conducts any commercial activities in the U.S.A. which would result in requiring such Member to file U.S. Federal or state income tax returns solely by virtue of holding any Interest in the Company.

Events of Dissociation. A Member ceases shall cease to be a Member of the Company (a “Dissociated Member”) upon the occurrence of any of the following events:events (an “Event of Dissociation”): (a) The Member is expelled as a member in accordance with Section 6.06 of this Agreement; (b) The Member such Member: (i) makes an assignment for the benefit of creditors, ; (ii) files a voluntary petition in bankruptcy, ; (iii) is adjudged adjudicated a bankrupt or insolvent or has entered against the Member an order for relief in any bankruptcy or insolvency proceedinginsolvent; (iv) files a petition or answer seeking for that such Member any reorganization reorganization, arrangement, composition, readjustment, liquidation, dissolution, dissolution or similar relief under any statute, law, 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 such Member in any proceeding described of this nature; (vi) seeks, consents to, or acquiesces in this subsectionthe appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s properties; (cb) The continuation if, within one hundred twenty (120) days after the commencement of any proceeding against the such Member seeking the reorganization, arrangement, composition, readjustment, liquidation, dissolution, dissolution or similar relief under any statute, law, law or regulation, for 120 the proceeding shall not have been dismissed, or if within ninety (90) days after the commencement thereof, appointment without his or the appointment her consent or acquiescence of a trustee, receiver, receiver or liquidator for the of such Member or of all or any substantial part of such Member’s properties, 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 or within ninety (90) days after the expiration of the stay during which period any stay, the appointment is not vacated; (c) the attempt by such Member to encumber or otherwise transfer his Units in violation of the terms of this Agreement (including indirect transfers prohibited by Section 8.1); (d) In the case of a Member who is an individualwith respect to any individual Member, the individual's, (i) death (provided that in case of Dr. Kanazawa's death, such Member or the entry of 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 order by a court of competent jurisdiction as adjudicating such Member incompetent to manage the individual's person or such Member’s property;; or (e) In the case dissolution, winding-up or liquidation 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 any Member that is a corporation, the dissolution of the corporation partnership or the revocation of its charter; (h) In the case of a Member that is an estate, the distribution by the fiduciary of the estate's entire interest in the Company; or (i) In the case of a Member that is a company organized under the laws of any country other than the U.S.A. or an individual residing outside the U.S.A., the Company conducts any commercial activities in the U.S.A. which would result in requiring such Member to file U.S. Federal or state income tax returns solely by virtue of holding any Interest in the Companyentity.

Events of Dissociation. A Member ceases to be a Member of the Limited Liability Company upon the occurrence happening of any one of the following eventsthese events of dissociation: (a) The after a Member is expelled reaches the age of , receipt by the Limited Liability Company of notice of the Member's express will to retire as a member Member or upon any later date specified in accordance with Section 6.06 of this Agreementthe notice; (b) The after (date) , receipt by the Limited Liability Company of notice of the Member's express will to withdraw as a Member or upon any later date specified in the notice; (c) receipt by the Limited Liability Company of notice of the Member's express will to withdraw as a Member on or prior to (same date as in 7.1(b)) ; (d) subject to the contrary written consent of all Members, the Member: (i) makes an assignment for the benefit of creditors, ; (ii) files a voluntary petition in bankruptcy, ; (iii) is adjudged adjudicated a bankrupt or insolvent or has entered against the Member an order for relief in any bankruptcy or insolvency proceeding; insolvent; (iv) files a petition or answer seeking for that Member any reorganization a 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 under subsection (d); or (vi) seeks, consents to, or acquiesces in this subsectionthe appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member's properties; (ce) The continuation subject to the contrary written consent of all Members at the time if (i) 120 days after the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or , (ii) similar relief under any statute, law, or regulation, for 120 the proceeding has not been dismissed, within 90 days after the commencement thereof, appointment without the Member's consent or the appointment acquiescence of a trustee, receiver, or liquidator for of the Member or of all or any substantial part of the Member's properties without properties, the Member's agreement or acquiescence, which appointment is not vacated or stayed for 120 days stayed; or, if the appointment is stayed, for 120 (iii) or within 90 days after the expiration of the stay during which period any stay, 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 fiduciary of the estate's entire interest in the Company; or (i) In the case of a Member that is a company organized under the laws of any country other than the U.S.A. or an individual residing outside the U.S.A., the Company conducts any commercial activities in the U.S.A. which would result in requiring such Member to file U.S. Federal or state income tax returns solely by virtue of holding any Interest in the Company.

Events of Dissociation. A Member ceases shall cease to be a Member of the Company (a “dissociation”) only upon the occurrence of any one or more 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) the Member makes an a general assignment of the Member’s assets, including the Member’s Units, for the benefit of creditors, ; (ii) the Member files a voluntary petition in bankruptcy, ; (iii) is adjudged bankrupt or insolvent or has entered against the Member becomes the subject of an order for relief in any under the federal bankruptcy or insolvency proceeding; laws; (iv) the Member files a petition or answer seeking for that the Member any reorganization 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 subsectionsubsection (iv); (cvi) The continuation 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 properties, including the Member’s Units; (vii) the expiration of 120 days after the commencement of any involuntary proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for if the proceeding has not been dismissed; (viii) the expiration of 120 days after the commencement thereof, appointment without the Member’s consent or the appointment acquiescence of a trustee, receiver, or liquidator for of the Member or of all or any substantial part of the Member's properties without ’s properties, including the Member's agreement or acquiescence’s Units, which if the appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for or at the expiration of 120 days after the expiration of the stay during which period any stay, if the appointment is not vacated; (dix) In if the case of a Member who is an individual, the individual's, (i) Member’s death (provided that in case or the entry 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 order by a court of competent jurisdiction as adjudicating the Member incompetent to manage the individual's Member’s person or propertyestate; (ex) In if the case of Member is a Member who 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 or the distribution to one or more beneficiaries of the trust of all of the trust’s interest in the Company; (fxi) In if the case of a Member that is a partnership partnership, or another separate limited liability company, the dissolution and commencement of winding up of the partnership or limited liability companyMember; (gxii) In if the case of a Member that is a corporation, the filing of articles of dissolution of for the corporation or the revocation of its charter; (h) In charter and the case lapse of a Member that is an estate, the distribution time provided by the fiduciary laws of the estate's entire interest state of its incorporation in the Companywhich its charter may be reinstated; or (ixiii) In the case Transfer, pursuant to Article VII, by the Member of a all of the Member’s Units. Any Member that is a company organized under (or the laws Member’s representative) who becomes the subject of any country other than event of dissociation shall promptly give notice to the U.S.A. or an individual residing outside Manager of the U.S.A., occurrence of the Company conducts any commercial activities in the U.S.A. which would result in requiring such Member to file U.S. Federal or state income tax returns solely by virtue event of holding any Interest in the Companydissociation.

Events of Dissociation. A Member ceases person, trust or entity shall cease to be a Member of the Company upon the occurrence happening of any of the following eventsEvents of Dissociation: (a) The withdrawal of a Member is expelled as a member in accordance by voluntary act with Section 6.06 the consent of this Agreement;all the other Members; Amended and Restated Operating Agreement Childrens Medical Transportation Services, LLC 16 (b) The removal of a Member (iby a vote of a Majority in Interest of the Remaining Members) makes 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, (ii2) files filing a voluntary petition in bankruptcy, (iii3) is adjudged being adjudicated a bankrupt or insolvent or has entered against the Member an order for relief in any bankruptcy or insolvency proceeding; insolvent, (iv4) files filing a petition or answer seeking for that the Member any reorganization reorganization, arrangement, composition, readjustment, liquidation, dissolution, dissolution or similar relief under any statute, law, law or regulation, 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 filing 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, dissolutionsuch proceeding), or similar relief under any statute(5) seeking, law, consenting to or regulation, for 120 days after the commencement thereof, or acquiescing in the appointment of a trustee, receiver, receiver or liquidator for of the Member or of 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’s properties; (d) In the case The occurrence of a Member who is an individual, the individual's, (i) death (provided that any event described 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 1.05Ark. Code Xxx. § 4-32-802(a)(5); 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 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 attomey-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; trust (f) In but not merely the case substitution 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 companynew 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 corporation separate entity or the revocation of its charterorganization; (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 ’s entire interest in the Company; or (i) In the case of a Member that is a company organized under the laws of any country other than the U.S.A. or an individual residing outside the U.S.A., the Company conducts any commercial activities in the U.S.A. which would result in requiring such Member to file U.S. Federal or state income tax returns solely by virtue of holding any Interest in the Company.