Common use of Removal of Member Clause in Contracts

Removal of Member. a. A Member may be involuntarily removed from the LLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in this agreement), said Member is not substantially performing the promised services, and a Supermajority in interest of LLC Members vote for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC. b. In the case of a removal for failure to preform required services, 60 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 30 days for non−payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was due to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, the 30 day cure period expires and the Member in question fails to make the required capital contribution plus interest on the deficiency, then this Member shall be barred from voting on the motion for removal. d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote in interest of LLC Members is made to remove the Member in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LLC. In the case of removal for failure to make require capital contributions, the Supermajority in interest shall be determined without regard to the LLC interest of the member to be removed. For example, if the member to be removed holds a 20% interest, only a Supermajority percentage of the remaining 80% LLC interest is required to effect removal. e. Upon the affirmative Supermajority vote in interest of LLC Members to remove a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. The removed Member shall receive in exchange for his or her LLC Units the Removal Compensation Amount to be paid within 1 year of the effective date of the Member's removal.

Removal of Member. a. A Member may be involuntarily removed from the LLC only under either of the ofthe following circumstances': (1) the Member is required to provide services to the LLC (as reflected in this agreement), said Member (“Offending Member”) is not substantially performing the promised services, and a Supermajority a. vote in interest of all LLC Members except the offending Member vote for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC. b. . . In the case of a removal for failure to preform perform required services, 60 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. . . In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the ofthe LLC Members a motion to remove said Member within 30 days for non−payment non-payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the die date said contribution was due to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, * the 30 day cure period expires and the Member in question fails to make the a required capital contribution plus interest on oh the deficiency, then this Member shall be barred from voting on the motion for removal. d. . . If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority a vote in interest of LLC Members pursuant to Section 7.4 (a) and (b) is made to remove the Member in question, Received by NSD/FARA Registration Unit 02/11/2019 12:19:35 PM Received by NSD/FARA Registration Unit 02/11/2019 12:19:35 PM then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LLC. In the case of removal for failure to make require capital contributions, the Supermajority Unanimous vote in interest shall be determined without regard to the LLC interest of the Che member to be removed. For example, if the member to be removed holds a 20% interest, only a Supermajority Unanimous percentage of the remaining 80% LLC interest is required to effect removal. e. . Upon the die affirmative Supermajority vote in interest of LLC Members to remove a MemberMember pursuant to this Section, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. . The removed Member shall receive in exchange for his or her LLC Units the Removal Compensation Amount to be paid within 1 year of the effective date of the ofthe Member's removal.

Removal of Member. 1 a. A Member may be involuntarily removed from the LLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in Attachments to this agreement), said Member is not substantially performing the promised services, and a Supermajority vote in interest of LLC Members vote for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC. 2 b. In the case of a removal for failure to preform required services, 60 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. 3 c. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 30 days for non−payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was due to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, the 30 day cure period expires and the Member in question fails to make the required capital contribution plus interest on the deficiency, then this Member shall be barred from voting on the motion for removal. 4 d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote in interest of LLC Members is made to remove the Member in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LLC. In the case of removal for failure to make require capital contributions, the Supermajority in interest shall be determined without regard to the LLC interest of the member to be removed. For example, if the member to be removed holds a 20% interest, only a Supermajority percentage of the remaining 80% LLC interest is required to effect removal. 5 e. Upon the affirmative Supermajority vote in interest of LLC Members to remove a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. 8 h. The removed Member shall receive in exchange for his or her LLC Units the Removal Compensation Amount to be paid within 1 year of the effective date of the Member's removal. The "Removal Compensation Amount" is defined herein as 100% of the removed member's capital account. Should the LLC fail to perform upon its obligation under this section to make payments when due, in addition to any other remedies possessed, the LLC shall be liable to the removed Member for interest upon the amount of any deficiency at the rate of 7% per annum (compounded annually) computed from the date that said deficient payment was due under this agreement.

Removal of Member. a. A Member may be involuntarily removed from the LLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in Attachments to this agreement), said Member is not substantially performing the promised services, and a Supermajority in interest of LLC Members vote have voted affirmatively for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC or (3) for moral perpitude, which includes but is not limited to the Member being convicted of a felony in a bona fide court of law, or the other members, by Supermajority Vote, determine that the member’s actions and behaviors are such that the Member’s continued involvement will be deleterious to the LLC. b. In the case of a removal for failure to preform perform required services, 60 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 30 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 30 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 30 days for non−payment non-payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 710% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was due to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, the 30 day cure period expires and the Member in question fails to make the required capital contribution plus interest on the deficiency, then this Member shall be barred from voting on the motion for removal. d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote in interest of LLC Members is made to remove the Member in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LLC. In the case of removal for failure to make require capital contributions, the Supermajority in interest shall be determined without regard to the LLC interest of the member to be removed. For example, if the member to be removed holds a 20% interest, only a Supermajority percentage of the remaining 80% LLC interest is required to effect removal. e. Upon the affirmative vote of Supermajority vote in interest of LLC Members to remove a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. The removed Member shall receive in exchange for his or her LLC Units the Removal Compensation Amount to be paid within 1 year of the effective date of the Member's removal.

Removal of Member. a. A Member may be involuntarily removed from the LLC PLLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in this agreement), said Member is not substantially performing the promised services, and a Supermajority in interest of LLC Members vote for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC.ofthe b. In the case of a removal a.removal for failure to preform perform,required services, 60 days prior to any vote to remove, the other LLC PLLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC PLLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC PLLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. In the case of a ofa removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC PLLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC PLLC Members a motion to remove said Member within 30 days for non−payment of required non-payment ofrequired capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was due to be made to the LLCPLLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC PLLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, the 30 day cure period expires and the Member in question fails to make the a required capital capita! contribution plus interest on the deficiency, then this Member shall be barred baned from voting on the motion for removal. d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority a vote in interest of LLC PLLC Members pursuant to Section 7.4 (a) and (b) is made to remove the Member in question, Received by NSD/FARA Registration Unit 07/20/2018 3:02:35 PM Received by NSD/FARA Registration Unit 07/20/2018 3:02:35 PM then, as of that ofthat moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a ofa Member and his or her LLC PLLC Units shall be considered redeemed by the LLCPLLC. In the case of removal for failure to make require capital contributions, the Supermajority Unanimous vote in interest shall be determined without regard to the LLC PLLC interest of the member to be removed. For example, if the ifthe member to be removed holds a 20% interest, only a Supermajority Unanimous percentage of the ofthe remaining 80% LLC PLLC interest is required to effect removal. e. Upon the affirmative Supermajority vote in interest of LLC PLLC Members to remove a MemberMember pursuant to this Section, the remaining LLC PLLC members shall cause a prompt preparation of financial statements for the LLC PLLC as of the end of erid.of the month in which the resolution was passed by the LLC PLLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. The removed Member shall receive in exchange for his or her LLC PLLC Units the Removal Compensation Amount to be paid within 1 year of the ofthe effective date of the ofthe Member's removal.

Removal of Member. a. A Member may be involuntarily removed from the LLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in this agreement), said Member is not substantially performing the promised services, and a Supermajority majority in interest of LLC Members vote for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC. b. In the case of a removal for failure to preform perform required services, 60 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed. The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 30 days for non−payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was due to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. If, however, the 30 day cure period expires and the Member in question fails to make the required capital contribution plus interest on the deficiency, then this Member shall be barred from voting on the motion for removal. d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority majority vote in interest of LLC Members is made to remove the Member in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LLC. In the case of removal for failure to make require capital contributions, the Supermajority majority in interest shall be determined without regard to the LLC interest of the member to be removed. For example, if the member to be removed holds a 20% interest, only a Supermajority majority percentage of the remaining 80% LLC interest is required to effect removal. e. Upon the affirmative Supermajority majority vote in interest of LLC Members to remove a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. The removed Member shall receive in exchange for his or her LLC Units the Removal Compensation Amount to be paid within 1 year of the effective date of the Member's removal.