Common use of Non-Voting Members Clause in Contracts

Non-Voting Members. Any Member shall become a Non-Voting Member until his LLC Interest has been purchased in full in accordance with Article 7 if such Member (a) is terminated from employment with the LLC for Cause, (b) voluntarily resigns from employment with the LLC without Good Reason, (c) is a Member during the periods described in Sections 7.2(e) and 7.3(d), or (d) is so determined by the Board to be a Non-Voting Member by reason of Cause. The estate or other successor of any Member that dies, dissolves or otherwise ceases to exist shall become a Non-Voting Member until his or its LLC Interest has been purchased in full in accordance with Article 7. The Board may, in its discretion, waive this provision. In accordance with Section 7.6, the Board may admit a substitute Member as a Non-Voting Member. Non-Voting Members do not have the right to receive notice of meetings of Voting Members or to participate in those meetings.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wilmington Trust Corp), Limited Liability Company Agreement (Wilmington Trust Corp)

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Non-Voting Members. Any Member whose employment with the LLC is terminated for Cause, any Member who resigns from employment with the LLC other than for Good Reason and any Member, during the periods described in Sections 7.2(e) and 7.3(e), shall become a Non-Voting voting Member until his or its LLC Interest has been purchased in full in accordance with Article 7 if such Member (a) is terminated from employment with the LLC for Cause, (b) voluntarily resigns from employment with the LLC without Good Reason, (c) is a Member during the periods described in Sections 7.2(e) and 7.3(d), or (d) is so determined by the Board to be a Non-Voting Member by reason of Causehereof. The estate or other successor of any Member that dies, dissolves or otherwise ceases to exist shall become a Non-Voting voting Member until his or its LLC Interest has Interests have been purchased in full in accordance with Article 77 hereof. The Board may, in its sole and absolute discretion, waive the provisions of this provisionSection 4.6 causing a Member to become a Non-voting Member. In accordance with Section 7.67.5 hereof, the Board may admit a substitute Member as a Voting or a Non-Voting Member. Non-Voting voting Members do not have the right to receive notice of meetings of Voting Members or to participate in those such meetings.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wilmington Trust Corp), Wilmington Trust Corp

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Non-Voting Members. Any Member shall become a Non-Voting Member until his or her LLC Interest has been purchased in full in accordance with Article 7 if such that Member (a) is terminated from employment with the LLC or the Management Company for Cause, (b) voluntarily resigns from employment with the LLC or the Management Company without Good Reason, (c) is a Member during the periods described in Sections 7.2(e) and 7.3(d), ) or (d) is so determined by the Board to be a Non-Voting Member by reason of Cause. The estate or other successor of any Member that dies, dissolves or otherwise ceases to exist shall become a Non-Voting Member until his his, her or its LLC Interest has been purchased in full in accordance with Article 7. The Board may, in its discretion, waive this provision. In accordance with Section 7.6, the Board may admit a substitute Member as a Non-Voting Member. Non-Voting Members do not have the right to receive notice of meetings of Voting Members or to participate in those meetings.

Appears in 1 contract

Samples: Wilmington Trust Corp

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