Common use of Events of Withdrawal Clause in Contracts

Events of Withdrawal. An Event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (b) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (c) With respect to any Member who is an individual, upon either the death of the individual or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s person or estate; (d) With respect to any Member that is a trust, upon termination of the trust; (e) With respect to any Member that is an estate, upon final distribution of the estate’s Membership Interest; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (g) Any other event which terminates the continued membership of a Member in the Company. Within 30 days following the occurrence of any Event of Withdrawal with respect to a Member, such Member (or his representative) must give Notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event of Withdrawal, such Member will cease to have any management rights under this Agreement and such Member’s Membership Interest will be deemed transferred to such Member’s transferee or other successor in interest (which Person, unless already a Member in such capacity, will have only the limited rights of a transferee as set forth in Section 10.5, unless and until admitted as a Substitute Member).

Appears in 3 contracts

Samples: Operating Agreement (Campus Crest Communities, Inc.), Purchase and Sale Agreement (Campus Crest Communities, Inc.), Operating Agreement (Campus Crest Communities, Inc.)

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Events of Withdrawal. An Event event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member, upon the Transfer of all or any part of such Member’s Units to any Person other than a Permitted Transferee that is not approved by the Members; (b) With respect to any Member, upon the voluntary withdrawal of the Member (including any resignation or retirement in contravention of Section 3.8) by notice to all other Members; (c) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (bd) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (ce) With respect to any Member who is an individual, upon either the death or retirement of the individual individual, or upon such individual’s insanity or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s person or estate; (df) With respect to any Member that is a trust, upon termination of the trust; (eg) With respect to any Member that is an estate, upon final distribution of the estate’s Membership InterestUnits; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (gh) Any other event which terminates the continued membership of a Member in the Company; or (i) With respect to any Member, the bankruptcy of the Member, so long as there is one or more remaining Members. Within 30 days following the occurrence happening of any Event event of Withdrawal with respect to a Member, such Member (or its, his or her legal representative) must give Notice notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event event of WithdrawalWithdrawal with respect to a Member, such Member (and its designated Director(s) will cease to have any management voting rights under this Agreement hereunder, and such Member’s Membership Interest will be deemed transferred to such Member’s transferee or other successor in interest Member will, without further act, become a Transferee of its Units (which Person, unless already a Member in such capacity, will have with only the limited rights of a transferee Transferee that is not a Permitted Transferee as set forth in Section 10.5, unless 14.6). Any Member who withdraws from the Company in contravention of this Agreement will be liable to the Company and until admitted the other Members for proven monetary damages (but any such action or proposed action to resign or retire will not be subject to any equitable action for injunctive relief or specific performance except as a Substitute Memberpermitted under Section 17.6).

Appears in 2 contracts

Samples: Operating Agreement (Nevada Gold & Casinos Inc), Operating Agreement (Trackpower Inc)

Events of Withdrawal. An Event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (b) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (c) With respect to any Member who is an individual, upon either the death of the individual or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s person or estate; (d) With respect to any Member that is a trust, upon termination of the trust; (e) With respect to any Member that is an estate, upon final distribution of the estate’s Membership Interest; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (g) Any other event which terminates the continued membership of a Member in the Company. Within 30 thirty (30) days following the occurrence of any Event of Withdrawal with respect to a Member, such Member (or his representative) must give Notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event of Withdrawal, such Member will cease to have any management rights under this Agreement and such Member’s Membership Interest will be deemed transferred to such Member’s transferee or other successor in interest (which Person, unless already a Member in such capacity, will have only the limited rights of a transferee as set forth in Section 10.5, unless and until admitted as a Substitute Member).

Appears in 1 contract

Samples: Operating Agreement (Campus Crest Communities, Inc.)

Events of Withdrawal. An Event event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member, upon the Transfer of all of such Member’s Membership Interests not approved by the Members; (b) With respect to any Member, upon the voluntary withdrawal of the Member (including any resignation or retirement in contravention of Section 3.8) by notice to all other Members; (c) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (bd) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (ce) With respect to any Member who is an individual, upon either the death or retirement of the individual individual, or upon such Person’s insanity or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s person or estate;; Execution Copy November 8, 2005 (df) With respect to any Member that is a trust, upon termination of the trust; (eg) With respect to any Member that is an estate, upon final distribution of the estate’s Membership InterestInterests; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (gh) Any other event which terminates the continued membership of a Member in the Company; (i) With respect to any Member, the bankruptcy of the Member, so long as there is one or more remaining Members. Within 30 days following the occurrence happening of any Event event of Withdrawal with respect to a Member, such Member (or his representative) must give Notice notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event event of WithdrawalWithdrawal with respect to a Member, such Member (and its designated Directors) will cease to have any management voting rights under this Agreement hereunder, and such Member’s Member will, without further act, become a Transferee of its Membership Interest will be deemed transferred to such Member’s transferee or other successor in interest (which Person, unless already a Member in such capacity, will have with only the limited rights of a transferee Transferee as set forth in Section 10.5, unless 14.6). Any Member who withdraws from the Company in contravention of this Agreement will be liable to the Company and until admitted the other Members for proven monetary damages (but any such action or proposed action to resign or retire will not be subject to any equitable action for injunctive relief or specific performance except as a Substitute Memberpermitted under Section 17.8).

Appears in 1 contract

Samples: Operating Agreement (Nevada Gold & Casinos Inc)

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Events of Withdrawal. An Event event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member, upon the Transfer of all of such Member's Membership Interests not approved by the Members; (b) With respect to any Member, upon the voluntary withdrawal of the Member (including any resignation or retirement in contravention of Section 3.8) by notice to all other Members; (c) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (bd) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (ce) With respect to any Member who is an individual, upon either the death or retirement of the individual individual, or upon such Person's insanity or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s 's person or estate; (df) With respect to any Member that is a trust, upon termination of the trust; (eg) With respect to any Member that is an estate, upon final distribution of the estate’s 's Membership InterestInterests; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (gh) Any other event which terminates the continued membership of a Member in the Company; (i) With respect to any Member, the bankruptcy of the Member, so long as there is one or more remaining Members. Within 30 days following the occurrence happening of any Event event of Withdrawal with respect to a Member, such Member (or his representative) must give Notice notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event event of WithdrawalWithdrawal with respect to a Member, such Member (and its designated Directors) will cease to have any management voting rights under this Agreement hereunder, and such Member’s Member will, without further act, become a Transferee of its Membership Interest will be deemed transferred to such Member’s transferee or other successor in interest (which Person, unless already a Member in such capacity, will have with only the limited rights of a transferee Transferee as set forth in Section 10.5, unless 14.6). Any Member who withdraws from the Company in contravention of this Agreement will be liable to the Company and until admitted the other Members for proven monetary damages (but any such action or proposed action to resign or retire will not be subject to any equitable action for injunctive relief or specific performance except as a Substitute Memberpermitted under Section 17.8).

Appears in 1 contract

Samples: Operating Agreement (Trackpower Inc)

Events of Withdrawal. An Event event of Withdrawal of a Member occurs when any of the following occurs: (a) With respect to any Member, upon the Transfer of all of such Member’s Ownership Interest not approved by a majority of the Members (which Transfer is treated as a resignation); (b) With respect to any Member, upon the voluntary withdrawal (including any resignation or retirement in contravention of Section 4.4) of the Member by notice to all other Members; (c) With respect to any Member that is a corporation, upon filing of articles of dissolution of the corporation; (bd) With respect to any Member that is a partnership or a limited liability company, upon dissolution of such entity; (ce) With respect to any Member who is an individual, upon either the death or retirement of the individual individual, or upon such Person’s insanity or the entry by a court of competent jurisdiction of an order adjudicating the individual to be incompetent to manage such individual’s person or estate; (df) With respect to any Member that is a trust, upon termination of the trust; (eg) With respect to any Member that is an estate, upon final distribution of the estate’s Membership Ownership Interest; (f) With respect to any Member, the bankruptcy or insolvency of the Member; or (gh) Any other event which terminates the continued membership of a Member in the Company; (i) With respect to any Member, the bankruptcy of the Member, so long as there is one or more remaining Members. Within 30 days following the occurrence happening of any Event event of Withdrawal with respect to a Member, such Member (or his representative) must give Notice notice of the date and the nature of such event to the Company. The purpose of this Notice is to enable the remaining Members to continue the Company if such remaining Members desire to avoid a Dissolution and liquidation of the Company. Any Member failing to give such Notice notice will be liable in damages for the consequences of such failure as otherwise provided in this Agreement. Upon the occurrence of an Event event of WithdrawalWithdrawal with respect to a Member, such Member will cease to have any management voting rights under this Agreement Article 4, and such Member’s Membership Ownership Interest will be deemed transferred to such Member’s transferee Transferee or other successor in interest (which Person, unless already a Member in such capacity, will have only the limited rights of a transferee Transferee as set forth in Section 10.513.6, unless and until admitted as a Substitute substitute Member).

Appears in 1 contract

Samples: Operating Agreement (Nevada Gold & Casinos Inc)

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