Common use of Expulsion of a Member Clause in Contracts

Expulsion of a Member. A Member may be expelled from the Company by the Manager if that Member (a) has willfully violated any provision of this Agreement which breach is not cured within ten (10) days from notice by the Company or incapable of being cured; (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company. Upon notice to the Member of the Manager’s election to expel the Member, such Member shall be expelled as a Member and deemed an Assignee pursuant to Article 11. For one hundred eighty (180) days following the notice to expel, the Company shall have the option, upon election of the Manager, to purchase the interests of the former Member at Fair Market Value, as determined by a qualified appraiser chosen by the Manager. The determination of Fair Market Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest. The fees and expenses of such appraiser shall be shared equally by the Company and expelled Member.

Expulsion of a Member. A Member may be expelled from the Company by a Required Interest of the Manager Class B Units (not including the Member to be expelled) if that Member (a) has willfully violated any provision of this Agreement which breach is not cured within ten (10) days from notice by the Company or incapable of being cured; (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company. Upon notice to the Member Within ninety (90) days of the Manager’s election vote to expel the Memberexpel, such Member shall be expelled as a Member and deemed an Assignee pursuant to Article 11. For one hundred eighty (180) days following the notice vote to expel, the Company shall have the option, upon election a subsequent vote of the Managera Required Interest of all remaining Class B Units entitled to vote, to purchase the interests of the former Member at Fair Market Value, as determined by a qualified appraiser chosen by the Manager. The determination of Fair Market Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest. The fees and expenses of such appraiser shall be shared equally by the Company purchaser and expelled Memberseller of the Membership Interest.

Expulsion of a Member. A Member may be expelled from the Company by a Required Interest of the Manager Class C Units (not including the Member to be expelled) if that Member (a) has willfully violated any provision of this Agreement which breach is not cured within ten (10) days from notice by the Company or incapable of being cured; (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company. Upon notice to the Member Within ninety (90) days of the Manager’s election vote to expel the Memberexpel, such Member shall be expelled as a Member and deemed an Assignee pursuant to Article 11. For one hundred eighty (180) days following the notice vote to expel, the Company shall have the option, upon election a subsequent vote of the Managera Required Interest of all remaining Class C Units entitled to vote, to purchase the interests of the former Member at Fair Market Value, as determined by a qualified appraiser chosen by the Manager. The determination of Fair Market Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest. The fees and expenses of such appraiser shall be shared equally by the Company purchaser and expelled Memberseller of the Membership Interest.

Expulsion of a Member. A Member may be expelled from the Company by a Required Interests of the Manager Class B Units if that Member (a) has willfully violated any provision of this Agreement Agreement, which breach is not cured within ten (10) days from notice by the Company or incapable of being cured; (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company. Upon notice to the Member Within ninety (90) days of the Manager’s election vote to expel the Memberexpel, such Member shall be expelled as a Member and deemed an Assignee pursuant to Article 11. For one hundred eighty (180) days following the notice vote to expel, the Company shall have the option, upon election a subsequent vote of a Required Interest of the ManagerClass B Units, to purchase the interests of the former Member at Fair Market Value, as determined by a qualified appraiser chosen by the Manager. The determination of Fair Market Value made by such appraiser shall be final, conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest. The fees and expenses of such appraiser shall be shared equally by the Company purchaser and expelled Memberseller of the Membership Interest.