Involuntary Resignation - Elimination of Minority Interest Sample Clauses

Involuntary Resignation - Elimination of Minority Interest. Subject to Section 9.1(e), a Member shall be deemed to have resigned from the Company as a Member under section 18-306(2) of the Act upon the reduction of the Member’s Interest to less than 5%. Upon the deemed resignation, the resigning Member shall, subject to and in accordance with Section 9.1(f), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the Member, in exchange for the right to receive 5% of Net Proceeds, if any, in an aggregate amount calculated on a cumulative basis after the effective date of the resignation up to, but not exceeding 100% of the net amount of the Member’s Contributed Capital, minus the aggregate amount of cash and the fair market value of property distributed to the Member and its predecessors since the inception of the Company to the date of the deemed resignation. Other than the consideration described in the previous sentence and the rights of the Member that under Section 12.12 expressly survive the resignation or deemed resignation of a Member, the relinquishment by a Member of its Interest under this Section 9.1(d) shall be for no consideration whatsoever. Net Proceeds, if any, shall be paid in accordance with Exhibit D.
Sample 1
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Involuntary Resignation - Elimination of Minority Interest. Subject to Section 9.1(c), a Member will be deemed to have resigned from the Company as a Member under section 18-306(2) of the Act upon the reduction of the Member’s Interest to less than 5.000%. Upon the deemed resignation, the resigning Member will, subject to and in accordance with Section 9.1(d), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the Member, in exchange for the right to receive 5.000% of Net Proceeds, if any. Other than the consideration described in the previous sentence and the rights of the Member that under Section 11.13 expressly survive the resignation or deemed resignation of a Member, the relinquishment by a Member of its Interest under this Section 9.1(b) will be for no consideration whatsoever. Net Proceeds, if any, will be paid in accordance with Exhibit D.
Sample 1
Involuntary Resignation - Elimination of Minority Interest. Subject to Section 9.1(c), a Member shall be deemed to have resigned from the Company as a Member upon the reduction of the Member's Interest to fifteen (15%) or less. Upon the deemed resignation, the resigning Member shall, subject to and in accordance with Section 9.1(d), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the Member, in exchange for the right to receive a two percent (2.0%) Net Smelter Returns Royalty on the Royalty Property which shall paid in accordance with Exhibit D, of which one percent (1.0%) may be repurchased for $4,000,000. Other than the consideration described in the previous sentence and the rights of the Member that under Section 11.13 expressly survive the resignation or deemed resignation of a Member, the relinquishment by a Member of its Interest under this Section 9.1(b) shall be for no consideration whatsoever.
Sample 1

Related to Involuntary Resignation - Elimination of Minority Interest

  • Involuntary Termination Other Than for Cause If Executive's employment is terminated as a result of an Involuntary Termination other than for Cause, then the following severance benefits shall be paid or otherwise provided to Executive: (A) the Company shall pay to Executive in the form of a lump sum payment, in cash, a severance payment equal to the lesser of (I) three (3) times Executive's Base Salary or (II) Executive's Base Salary multiplied by the sum of (x) the number of years (or any portion thereof, calculated on a daily basis) remaining under this Agreement had Executive's employment not been terminated, plus (y) an additional one-half year, however, in no event shall such payment equal less than 100% of Executive's Base Salary, which shall be paid to Executive within ten (10) days after the date of termination; (B) until the earlier of (I) the date this Agreement would otherwise have terminated had Executive's employment not been terminated (the 'Remaining Term') or (II) the expiration of the three (3) year period measured from the date of Executive's termination of employment. The Company shall at its sole cost and expense provide Executive (and Executive's eligible dependents, if any) with life, disability, and medical insurance benefits substantially similar to those benefits that Executive (and Executive's dependents) were receiving immediately prior to Executive's termination of employment; provided, however, that the benefits otherwise receivable by Executive pursuant to this Section 9(a)(ii)(B) shall be reduced to the extent comparable benefits are concurrently received by Executive (or Executive's dependents) pursuant to a similar plan or program of another employer, and any such other benefits actually received by Executive (or Executive's dependents) must be reported to the Company; and provided further, however, that the insurance coverage provided by the Company pursuant to this Section 9(a)(ii)(B) shall be in lieu of any other continued coverage to which Executive or Executive's dependents would otherwise, at Executive's own expense, be entitled in accordance with the requirements of Internal Revenue Code of 1986, as amended ('Code'), Section 4980B ('COBRA'), by reason of Executive's termination of employment; (C) all stock options, warrants, rights and other Company stock-related awards granted to Executive by the Company that would otherwise have vested or become exercisable at any time in the future shall become fully vested and nonforfeitable upon the date of Executive's termination of employment, the Company's repurchase rights, if any, with respect to those vested shares shall immediately lapse, and each such stock option, to the extent vested, shall remain exercisable for the vested option shares until the expiration or sooner termination of the option term in accordance with the provisions of the agreement evidencing such option; and (D) the Company shall pay or reimburse Executive for any and all expenses incurred by Executive for outplacement services selected by the Executive and approved by the Company, which approval will not be unreasonably withheld, until the earlier of (I) the first anniversary of the date of termination of employment or (II) the date on which Executive commences employment with another employer.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause or if Executive resigns from such employment for Good Reason, and such termination occurs within the period beginning three (3) months before, and ending twelve (12) months following, a Change of Control, and Executive signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to the Company) and provided that such release of claims becomes effective no later than the Release Deadline, then subject to this Section 3, Executive will receive the following:

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

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