Common use of Rights of Dissociating Member Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (Penske Motorsports Inc), Purchase Agreement (Penske Motorsports Inc)

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Rights of Dissociating Member. Upon an Event of Dissociation as to a Member: (a) If if the Event of Dissociation dissociation causes a dissolution and winding up of the Company under Article XIX, 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 if the Event of Dissociation does not cause a dissolution and winding up of the Company under Article XIX, the Member shall not be entitled to any distribution solely by reason of the Member's ’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 ’s Interest or otherwise receive the value of the Member's ’s Interest until such time, and in the manner, provided under Article X IX for the dissolution and winding up of the Company.

Appears in 1 contract

Samples: Operating Agreement (Manchester Mall Inc)

Rights of Dissociating Member. Upon an Event In the event any Member dissociates prior to the expiration of Dissociation as to a Memberthe term of the Company: (a) If if the Event of Dissociation dissociation causes a dissolution and winding up of the Company under Article X13, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, 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 the damages sustained by the Company as a result of the dissolution and winding up; and; (b) If if the Event of Dissociation dissociation does not cause a dissolution and winding up of the Company under Article X13, 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, not be entitled to receive any distribution solely by reason of distributions to which the Member would not have been entitled had the Member remained a Member's dissociation, and thereafter shall only be entitled to participate as an Assignee in ; or (c) if the Company. The Member shall dissociation does not be entitled to cause 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 CompanyCompany under Article 13 and occurs by virtue of an assignment of such Member's entire Membership Interest in accordance with this Agreement, then the rights of the dissociating Member (and such Member's successor) shall be determined under Article 11.

Appears in 1 contract

Samples: Operating Agreement (Kma Global Soulutions International Inc)

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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 XARTICLE 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 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, ARTICLE XI the Member shall not be entitled to (i) any distribution solely by reason of the Member's Members dissociation, and thereafter shall only be entitled to participate as an Assignee in the Company. The Member shall not be entitled to , (ii) 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 XI for the dissolution and winding up of the Company, and (iii) any voting rights or any further representation on the Management Committee.

Appears in 1 contract

Samples: Operating Agreement (Teletech Holdings Inc)

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