Optional Dissociation of Member upon Bankruptcy Sample Clauses

Optional Dissociation of Member upon Bankruptcy. If (A) a Member files for bankruptcy or any similar relief or (B) one or more creditors of a Member file a petition to have the Member declared bankrupt or any similar petition and such petition is not dismissed within 90 days after being filed, the other Member(s) shall have the option to dissociate that Member if they reasonably determine that the dissociation will be in the LLC’s best interest. Commented [CM22]: As set forth, a dissociation upon “expulsion” results where the offending Member has (i) breached the operating agreement, (ii) breached the trust of other Members, (iii) acted in a manner affecting the LLC’s reputation or (iv) engaged in illegal or immoral conduct. Because of the subjective nature of determining whether an event justifying expulsion has occurred, arbitration will frequently be required. This means that the case for expulsion should be exceedingly apparent to the arbitrator. Also, to suspend the Member pending arbitration will require a ruling by a District Court judge finding that the arbitrator is likely to rule in favor of the complaining Members. As a result, the Member may continue serving in whatever capacity he/she has previously served until the ruling of the arbitrator if the complaining Members elect to forego suspension. This is all to suggest to the Members that events justifying “expulsion” are likely to evolve over time, and an occurrence justifying expulsion in one decade may not result in expulsion in a subsequent decade.
Sample 1
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Optional Dissociation of Member upon Bankruptcy. If (A) a Member files for bankruptcy or any similar relief or (B) one or more creditors of a Member file a petition to have the Member declared bankrupt or any similar petition and this petition is not dismissed within 90 days after being filed, the other Members shall have the option to dissociate that Member if they reasonably determine that the dissociation will be in the LLC’s best interest.
Sample 1

Related to Optional Dissociation of Member upon Bankruptcy

  • Transfer upon Bankruptcy (1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy.

  • Termination Upon Bankruptcy Either Party may terminate this Agreement if, at any time, the other Party shall (a) file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, (b) propose a written agreement of composition or extension of its debts, (c) be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition has not been dismissed within sixty (60) days after the filing thereof, (d) propose or be a party to any dissolution or liquidation, (e) make an assignment for the benefit of its creditors or (f) admit in writing its inability generally to meet its obligations as they fall due in the general course.

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination:

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Events of Dissolution The Company shall be dissolved upon the happening of any of the following events:

  • Rights of Rescission and Withdrawal for Holders Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

  • Withdrawals upon Termination 31.4.1 Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the credit of the Escrow Account shall, upon Termination, be appropriated in the following order:

  • NO DISSOLUTION, NO NULLIFICATION To the extent permitted by law, the parties hereby waive their rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve (ontbinden), or demand in legal proceedings the dissolution (ontbinding) of, this Agreement. Furthermore, to the extent permitted by law, the parties hereby waive their rights under Article 6:228 of the Dutch Civil Code to nullify (vernietigen), or demand in legal proceedings the nullification (vernietiging) of, this Agreement on the ground of error (dwaling).

  • Disability of Member Upon the disability of a Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed.

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