TERMINATED MEMBER Sample Clauses

TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member (now a "Terminated Member"):
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TERMINATED MEMBER. Upon the closing of a Transfer by a Member of all of its Membership Interest in the Company in accordance with this Article IX, the following provisions shall apply to the Transferring Member (now a “Terminated Member”):
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TERMINATED MEMBER. If a Purchase Notice has been given under clause (ii) above, the Electing Member and the Terminated Member shall attempt to agree upon the Buy-Out Price of the Terminated Member's interest in the Company. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Member, on the one hand, and the Electing Member, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Company if the Company and the Investment Entity sold, on the Termination Date, all of their assets (other than interests in each other) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Company and 50% by the Terminated Member. The Buy-Out Price shall equal the amount the Terminated Member would receive under Section 4.2.3, if all of the assets of the Company and the Investment Entity (other than interests in each other) were sold to a third party for the Appraised Value and the Company were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Member under Section 5.5.3 by reason of the Terminated Member's Major Default for all periods. If the Company redeems the Terminated Member, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Company shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Member to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Member by the Company and then paid by the Terminated Member to satisfy such encumbrances). If the interest of the Terminated Member is purchased by the other Member (or its designee), and not by the Company, pursuant to Sect...
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TERMINATED MEMBER. 7.9.1 When a Member becomes a Terminated Member, (i) such Member shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Company, except as provided in Section 5.1.6.1, (ii) upon the election of the Member who is not the Terminated Member (the "Electing Member"), given by notice from the Electing Member to the Terminated Member (a "Purchase Notice") at any time after a Member becomes a Terminated Member, sell the Terminated Member's interest in the
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TERMINATED MEMBER. 28 ARTICLE 10 DISPUTE RESOLUTION
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TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to Gateway (now a "TERMINATED MEMBER"):
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TERMINATED MEMBER. 7.9.1 When a Member becomes a Terminated Member, (i) such Member shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Company, except as provided in Section 5.1.6.1, (ii) upon the election of the Member who is not the Terminated Member (the "Electing Member"), given by notice from the Electing Member to the Terminated Member (a "Purchase Notice") at any time after a Member becomes a Terminated Member, sell the Terminated Member's interest in the Company to the Company (or to the other Member or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Member shall notify the Terminated Member in writing of its election (exercisable at any time after a Member becomes a Terminated Member) under clause (ii), above, and (iii) the other provisions applicable by reason of becoming a Defaulting Member (including Sections 7.9.5 and 8.1.1) shall apply.
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TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to Fluor (now a “Terminated Member”):
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Related to TERMINATED MEMBER

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Termination for Cause by the Company If the Company shall terminate the Executive’s employment with the Company for Cause, then upon such termination, the Company shall have no further obligation to Executive hereunder except for the payment or provision, as applicable, of (i) the portion of the Annual Base Salary for the period prior to the effective date of termination earned but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Sections 2.4 and 5.10(c), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, Executive shall have no right to receive (and Other Benefits shall not include) any amounts under any Company severance plan or policy or pursuant to Article 3 or Article 4 upon Executive’s termination for Cause.

  • Dissociation of a Member The withdrawal, resignation, retirement, disability, expulsion, or bankruptcy of a member will terminate the membership of the member in the Company. Such a member will be deemed a “dissociated member.”

  • Termination Without Cause by the Company The Company may terminate the employment of the Employee hereunder at any time during the Employment Period without “Cause” (such termination being hereinafter called a “Termination Without Cause”) by giving the Employee notice of such termination.

  • Termination for Cause or Other Than for Good Reason If during the Term the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company’s obligation to pay the Executive the Accrued Obligations to the extent theretofore unpaid.

  • Termination by the Corporation for Cause The Corporation may, at any time, immediately terminate the Executive’s employment for Cause, by giving written notice setting forth the nature of the Cause. If the Executive’s employment is terminated by the Corporation for Cause, the Corporation shall pay to the Executive the amount of unpaid Annual Salary to and including the Date of Termination, any declared but unpaid Bonus, plus all outstanding expense reimbursements (in each case less applicable withholdings and deductions).

  • Termination by the Employer for Cause The Executive’s employment under this Agreement may be terminated for Cause (as defined below) on the part of the Employer effective upon a vote of the Board of Directors, prior to which the Employer shall have given the Executive ten (10) days prior written notice and the opportunity to be heard on such matter at a meeting of the Board. Only the following shall constitute “Cause” for such termination:

  • Termination for Death Following a Change in Control, if the Executive’s employment with the Company is terminated by reason of his death, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect.

  • Termination by the Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

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