Resignation of Members. A Member may not withdraw from the Company except on the unanimous consent of the remaining Members. The terms of the Members withdrawal shall be determined by agreement between the remaining Members and the withdrawing Member.
Resignation of Members. No Member shall have the power or right to resign as a member of the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Upon or after the dissolution and winding up of the Company, a Member may resign as a member of the Company solely with the prior written consent of the Manager. The attempt by any Member to resign as a member of the Company upon or following the dissolution and winding up of the Company pursuant to Article XIV without the prior written consent of the Manager, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be deemed to have breached this Agreement and shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the resignation of such Member as a member of the Company. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.
Resignation of Members. Except as otherwise specifically permitted in this Agreement, a Member may not resign or withdraw from the Company unless unanimously agreed to in writing by all other Members or in connection with the Transfer of all of such Member’s Units in accordance with the provisions of Article 10. The Managing Member shall reflect any such resignation or withdrawal by amending the Schedule of Members maintained pursuant to Section 3.1(c), dated as of the date of such resignation or withdrawal, and the resigning or withdrawing Member (or such Member’s successors-in-interest) shall have none of the powers of a Member hereunder and shall only have such rights of an assignee of a limited liability company interest under the Act as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. The remaining Members may, in their sole discretion, cause the Company to distribute to the resigning or withdrawing Member the balance in its Capital Account on the date of such resignation or withdrawal. Upon the distribution to the resigning or withdrawing Member of the balance in his Capital Account, the resigning or withdrawing Member shall have no further rights with respect to the Company. Any Member resigning or withdrawing in contravention of this Section 11.1 shall indemnify, defend and hold harmless the Company, the Managing Member and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any such other Member arising out of or resulting from such resignation or withdrawal.
Resignation of Members. Except as otherwise specifically permitted in this Agreement, a Member may not resign, retire or withdraw from the Company unless unanimously agreed to in writing by all other Members. The Manager (or, if the Manager shall have resigned, the remaining Members) shall reflect any such withdrawal by preparing an amendment to this Agreement, dated as of the date of such withdrawal, and the withdrawing Member (or such Member’s successors-in-interest) shall have none of the powers of a Member hereunder and shall only have such rights of an assignee of a limited liability company interest under the Act as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. The remaining Members may, in their sole discretion, cause the Company to distribute to the withdrawing Member the balance in its Capital Account on the date of withdrawal. Upon the distribution to the withdrawing Member of the balance in his Capital Account, the withdrawing Member shall have no further rights with respect to the Company. Any Member resigning, retiring or withdrawing in contravention of this Section 10.1 shall indemnify, defend and hold harmless the Company, the Manager and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any such other Member arising out of or resulting from such resignation, retirement or withdrawal.
Resignation of Members. So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied. If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement. Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.
Resignation of Members. Any Member may resign and terminate its continued membership in the Company at its own absolute discretion.
Resignation of Members. A Member may resign from the Company at any time upon not less than six (6) months prior written notice to the Company at its principal office as set forth in Section 2.1 and to each Member and each Manager at each Member’s and Manager’s address as set forth on the records of the Company. Except as otherwise provided in the Act, upon resignation, a resigning Member is entitled to receive any distribution to which he or she is entitled under this Agreement as of the time of his or her resignation. A resigning Member shall not, however, be entitled to a return of his or her Capital Account (as defined in Section 4.4) or to payment for the value of his or her Ownership Interest except in accordance with Article IX hereof.
Resignation of Members. Member shall not resign from the Company prior to the dissolution and winding up of the Company; provided, however, that any Member transferring its Company Interest in conformity with the transfer provisions of Article IX of this Agreement, whether to the Company or to a third party, shall be deemed to have resigned from the Company without violating this Agreement upon and to the extent of the transfer, whether or not the transferee is admitted as a Member of the Company.
Resignation of Members. A Member may resign from LLC only by Transferring its interests pursuant to Article VI hereof. No Member shall be able to resign or be deemed to resign if it ceases to be a Member due to bankruptcy or for any other reason (a "Former Member") except upon the consent of 66 2/3 of the other Members, if LLC continues, pursuant to Section 5.01(b) or otherwise, to exist. Such Former Member, if not permitted or deemed to resign, shall not be entitled to any of the rights granted to a Member hereunder or under applicable law but shall be, to the extent not otherwise provided by this Agreement or applicable law, entitled to receive distributions and allocations of items of income, gain, loss, deduction, expense and credit as if such Former Member continued to be a Member hereunder.
Resignation of Members. Subject to all of the requirements of applicable gaming and other law, a Member may not resign from the Company as a Member before the dissolution and winding up of the Company in accordance with the terms and provisions of ARTICLE XVII of this Operating Agreement, except upon the transfer of a Member’s entire Membership Interest to a Transferee in accordance with the terms and provisions of ARTICLE XIV in connection with which transfer such Transferee is admitted as a Member with respect to the entire Membership Interest so transferred, upon which event, the resignation of such Member shall be deemed to have occurred automatically.
