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).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp)
Rights of Dissociating Member. In the event any Member Dissociates dissociates prior to the expiration of the Term:
(a) If the Dissociation causes the dissolution term of the Company under Article XIIICompany, then the Member shall who dissociates, or such Member's successor in interest shall, regardless of whether the dissociation was the result of a voluntary act by such Member, only be entitled to participate in the winding up of the Company to the same extent as any other Member, except that any Distributions receive distributions to which the Member would otherwise have been entitled had the Member remained a Member, and the dissociating Member shall thereafter be an Economic Interest Owner. Further, if the dissociation occurs by virtue of an assignment of such person's entire Membership Interest in accordance with this Agreement, then the rights and obligations of the dissociating Member (and such Member's successor) 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 subject to the continuation provisions 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)Article 6.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
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.; or
(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).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp)