Rights of Dissociating Member. In the event any Member dissociates prior to the dissolution and winding up of the Company:
(a) if the Dissociation causes a dissolution and winding up of the Company under Article XI, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the Dissolution and winding up;
(b) if the Dissociation does not cause a dissolution and winding up of the Company under Article XI, the Member shall thereafter hold his or its Units as an Assignee.
Rights of Dissociating Member. Except as noted in Section 2.10 below, in the event any Member resigns, dies, withdraws or becomes dissociated pursuant to Section 2.5 (a “Dissociated Member”):
(a) If the dissociation causes a dissolution and winding up of the Company under Article XIV, the Dissociated Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member;
(b) If the dissociation does not cause a dissolution and winding up of the Company under Article XIV, the Company shall repurchase the Units of the Dissociated Member by delivering a notice of its election to purchase such Units within ninety (90) days of the date on which the Company learns of the event causing such dissociation. The repurchase price shall be an amount equal to the Fair Market Value of the Units of the Dissociated Member on the date that notice is delivered hereunder and shall be paid within one year of the date of such notice.
(c) In the event the Units of a Dissociated Member are purchased under this Section 2.6, interest shall accrue from the date on which notice of the Company's election to purchase Units is given pursuant to Section 2.6 (the “Valuation Date”) to the date on which full payment for the Units is made. The interest rate shall be the short-term applicable federal rate, compounded monthly, for the month which includes the Valuation Date (as published by the Internal Revenue Service).
Rights of Dissociating Member. In the event any Member Dissociates prior to the expiration of the Term:
(a) If the Dissociation causes the dissolution of the Company under Article XIII, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the dissolution.
(b) If the Dissociation does not cause a dissolution of the Company because all of the other Members agree in writing to the continuation of the business of the Company, the dissociated Member shall be entitled to have his Membership Interest purchased by the Company for the price and under the payment terms set forth in Section 11.4. In lieu of such purchase, the personal representative of a deceased Member or guardian of an incompetent Member may elect to continue to hold the Interest pursuant to Section 11.3(b).
Rights of Dissociating Member. Upon an Event of Dissociation as to a Member:
(a) If the Event of Dissociation causes a dissolution and winding up of the Company under Article X, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that if the Event of Dissociation is a breach of this Agreement, any distributions to which the Member would have been entitled shall be reduced by any damages sustained by the Company as a result of the dissolution and winding up; and
(b) If the Event of Dissociation does not cause a dissolution and winding up of the Company under Article X, the Member shall not be entitled to any distribution solely by reason of the Member's dissociation, and thereafter shall only be entitled to participate as an Assignee in the Company. The Member shall not be entitled to a redemption of the Member's Interest or otherwise receive the value of the Member's Interest until such time, and in the manner, provided under Article X for the dissolution and winding up of the Company.
Rights of Dissociating Member. In the event a Member Dissociates from the Company and such Dissociation causes a dissolution and winding up of the Company under this Article, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member except that any Distributions to which the Member would have been entitled shall be reduced by damages sustained by the Company as a result of the Dissolution and winding up.
Rights of Dissociating Member. In the event any Member Dissociates, such Member shall cease to be a Member effective as of the time of the occurrence of the event of disassociation, and except as otherwise provided in Section 11.1, such Person, or its successor in interest, shall constitute an Assignee, subject to the terms of Article 12.
Rights of Dissociating Member. In the event any Member (other than the Xxxx-Xxxx Member or NKFFM) Dissociates prior to the expiration of the term of this Agreement, if the Dissociation causes a dissolution and winding up of the Company under Article XIV, such Member shall be entitled to participate in the winding up of the Company, but as an Assignee (and not as a “member” or Member under the Act and this Agreement).
Rights of Dissociating Member. In the event any Member dissociates prior to the expiration of the Term:
(a) If the Dissociation causes a dissolution and winding up of the Company pursuant to the terms of this Agreement, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that any distributions to which Amended and Restated Operating Agreement Childrens Medical Transportation Services, LLC 17 the Member would have been entitled shall be reduced by any damages sustained by the Company as a result of the dissolution and winding up; and
(b) If the Dissociation does not cause a dissolution and winding up of the Company under this Agreement, the Member shall become a Dissociated Member, shall no longer have any right to participate in the management or affairs of the Company, and shall be entitled only to receive distributions from the Company in accordance with the Dissociated Member’s Sharing Ratio, when and if distributions are made by the Remaining Members in the manner set forth herein.
Rights of Dissociating Member. In the event of a Dissociation of any Member prior to the expiration of the term of the Company;
10.2.1 If the dissociation causes a dissolution and winding up of the Company under Article 12, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the Dissolution and winding up;
10.2.2 If the dissociation does not cause a dissolution and winding up of the Company under Article 12, the remaining Members shall have the option to purchase the entire Membership Interest of the Dissociating Member for an agreed upon amount, or if no amount can be agreed upon, the fair market value of such interest as determined by an independent qualified appraiser appointed by the Members, including the Dissociating Member. If they cannot agree on an appraiser, the remaining Members and the Dissociating Member shall each choose an appraiser and the two appraisers shall choose one additional appraiser. The three appraisers shall thereupon determine the fair market value of such interest. The Dissociating Member shall thereupon be entitled to an amount equal to such value of the Member's Membership Interest in the Company, to be paid within six months of the date of dissociation. Notwithstanding the foregoing, if the dissociation is other than as a result of the death or incompetence of the Member, the Members may pay the value of the Member's Membership Interest in the Company over a period not to exceed five (5) years, provided that the Dissociating Member shall be entitled to participate as an Assignee in the Company until the value of such Membership Interest plus interest at a rate equal to the Reference Rate plus one and one-half percent (1.5%) is paid in full. The value of the Member's Membership Interest shall include the amount of any distributions to which the Member is entitled under this First Amended Operating Agreement as of the date of dissociation based upon the Member's right to share in distributions from the Company reduced by any damages sustained by the Company as a result of the Member's dissociation.
Rights of Dissociating Member. In the event any Member dissociates prior to the expiration of the Term:
(a) If the Dissociation causes a dissolution and winding up of the Company pursuant to the terms of this Agreement, the Member shall be entitled to participate in the winding Amended and Restated Operating Agreement Pediatric Specialty Care Properties, LLC 17 up of the Company to the same extent as any other Member, except that any distributions to which the Member would have been entitled shall be reduced by any damages sustained by the Company as a result of the dissolution and winding up; and
(b) If the Dissociation does not cause a dissolution and winding up of the Company under this Agreement, the Member shall become a Dissociated Member, shall no longer have any right to participate in the management or affairs of the Company, and shall be entitled only to receive distributions from the Company in accordance with the Dissociated Member’s Sharing Ratio, when and if distributions are made by the Remaining Members in the manner set forth herein.
