Termination of Membership. The Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The Member dies; The Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their person or their estate; In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 18 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
(a) A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement
(b) A Member assigns all of their his/her interest to a qualified third party; .
(c) A Member dies.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty .
(120f) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and .
(g) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 15 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Termination of Membership. The Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: :
(a) The Member dies; ;
(b) The Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; ;
(c) A Member assigns all of their interest to a qualified third party; ;
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their person or their estate; ;
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; ;
(f) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; ;
(g) If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; ;
(h) The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and and
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 11 contracts
Samples: Operating Agreement, Operating Agreement, Limited Liability Company Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
(a) A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement
(b) A Member assigns all of their his/her interest to a qualified third party; .
(c) A Member dies.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty .
(120f) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and .
(g) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 8 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence incidence of one or more of the following events: The :
(a) A Member dies; The
(b) A Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; .
(c) A Member assigns all of their his/her interest to a qualified third party; .
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; .
(f) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by a majority of the Member; members.
(g) If within ninety days (90) after the appointment, without the a Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the Member; The members.
(h) A Member, without consent: the consent of a majority of the Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and .
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 6 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
a. A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement
b. A Member assigns all of their his/her interest to a qualified third party; .
c. A Member dies.
d. There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
e. In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the .
f. A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and Any .
g. If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the events provided in applicable code provisions that are members.
h. If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not inconsistent with vacated or within ninety (90) days after the dissociation events identified aboveexpiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
(a) A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement.
(b) A Member assigns all of their his/her interest to a qualified third party; .
(c) A Member dies.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty .
(120f) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and .
(g) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Termination of Membership. The 19.1 Subject to earlier termination as provided by the terms of this Deed, the Board of Directors may, at any time, terminate an Ordinary Member’s interest in the LLC shall cease upon the occurrence of one or more membership of the following events: LLP and their employment (if any) by the LLP by giving not less than 3 months’ written notice.
19.2 The Board of Directors may in its absolute discretion terminate an Ordinary Member’s membership at any time by giving notice to such Ordinary Member dies; The and making a payment to such Ordinary Member decides to give notice of withdrawal equal to the LLC thirty days amount (30if any) of Monthly Drawings which would have been payable to him if notice had been given in accordance with clause 19.1 (which shall exclude, for the avoidance of doubt, any Trading Cash Amount or Silo Amount (if any) specified in that Ordinary Member’s Offer Letter) in advance lieu of any notice period or the balance of any notice period specified in clause 18.1, subject to any deductions required by law.
19.3 The Board of Directors may by written notice to an Ordinary Member, having effect 5 days from service of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their notice, expel that person or their estate; In the case of an estate that is a Member, the distribution by the fiduciary from membership of the estate’s entire interest in LLP where the LLCOrdinary Member concerned (including, for the avoidance of doubt, its Member Agent(s)):
19.3.1 commits any serious breach or persistent breaches of this Deed; If within one hundred twenty (120) days after or
19.3.2 undergoes a change of Control without having obtained the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s prior written consent or acquiescence, of a trustee, receiver, or liquidator of the Member Board of Directors;
19.3.3 has a bankruptcy order made against him or of all enters into any composition or any substantial part of the Member’s properties, and said appointment is not vacated arrangement with or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of his creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself or
19.3.4 fails to pay any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing money owing by him to contest the material allegations LLP within 30 days of a petition filed against him written request for payment from the LLP; or
19.3.5 fails to account for or pay over or refund any money received and belonging to the LLP within 30 days after being so required by notice from the Board of Directors; or
19.3.6 is guilty of gross misconduct or any conduct likely to have a serious adverse effect on the Business; or
19.3.7 ceases to hold any professional qualification or certification required for the normal performance of his duties as an Ordinary Member; or
19.3.8 is convicted of any serious criminal offence involving dishonesty which may be tried on indictment and which, in any proceeding the opinion of the nature described in this paragraph; (6) seeksBoard of Directors, consents to, or acquiesces in could harm the appointment of a trustee, receiver, or liquidator reputation of the Member or Business; or
19.3.9 is required to resign by the Board of all or any substantial part of their properties; or (7) if any creditor permitted by law Directors and fails to do so should commence foreclosure within the required time period; or
19.3.10 becomes, in the reasonable opinion of the Board of Directors, physically or mentally unfit (whether or not certified as such by a medical practitioner) to carry on his duties and obligations as an Ordinary Member under this Deed for 60 days in any 5 months (excluding any periods of holiday, maternity leave, parental leave or family leave) immediately preceding the service of the notice; or
19.3.11 incurs significant financial losses to the LLP (as determined by the Board of Directors acting reasonably) due to negligence or inadequate performance of his duties, or violates the LLP’s specified trading risk limits (as made available to the Ordinary Member), thereby placing the LLP at potential risk of financial losses, even if no actual losses are incurred; or
19.3.12 falsifies or causes or permits to be falsified, any books, ledgers, accounts, records, documents or other material in respect of the business of the LLP including any trading records or profit calculations relating to the LLP; or
19.3.13 breaches or attempts to breach any of the LLP’s security measures, including unauthorised access to or use of the LLP’s premises, computers, hardware, software or systems, Intellectual Property (including any Member Idea or Member Idea Product) or records and data; or
19.3.14 ceases to hold any professional or regulatory qualification, consent, licence, permission or certification required for, and seriously affecting, the normal performance of his duties and, to the extent capable of remedy, fails or omits to remedy the same within such period as the Board of Directors reasonably requires; or
19.3.15 without the consent of the Board of Directors, discloses to any person (other than to a Director or to any of his family members or professional advisors or as required by law) details of his past, anticipated or entitlement to share in the LLP’s profits, including as to how any such share was or may be calculated; or
19.3.16 brings into the LLP any Intellectual Property owned by a third party and not licensed or otherwise transferred to the LLP. This includes, without limitation, substantive written work, designs, systems, computer programs, data or other work including but not limited to trading algorithms or computer code.
19.4 The LLP shall be under no obligation to provide an Ordinary Member with work during any period of notice to terminate their membership (or any part thereof), whether such notice has been given by the Ordinary Member or the LLP. During such period, the LLP may require the Ordinary Member: (a) to carry out different duties from their normal duties; and/or (b) to cease carrying out some or all of their duties and powers; and/or (c) not to have any business dealings with the LLP’s Members, Directors, employees, suppliers, clients and agents; and/or (d) not to attend any premises or offices of the LLP. The Ordinary Member will continue to receive his Monthly Drawings (which shall exclude, for the avoidance of doubt, any amounts other than the Base Amount specified in that Member’s Offer Letter) and all benefits provided by the LLP, other than any drawings based on performance as specified in that Ordinary Members’ Offer Letter, which he will not be entitled to receive during such period of notice. During such period of notice the Ordinary Member may not be engaged or employed by, take up any office or partnership in or otherwise be interested or concerned in any other action to seize company, firm, business or sell any Member’s interest in organisation without the LLC; and Any prior written consent of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified aboveBoard of Directors.
Appears in 2 contracts
Samples: Shareholder Agreements (FXCM Inc.), Shareholder Agreement (FXCM Inc.)
Termination of Membership. The Member’s interest in the LLC shall cease upon the occurrence incidence of one or more of the following events: :
(a) The Member dies;
(b) The Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; .
(c) A Member assigns all of their his/her interest to a qualified third party; .
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; .
(f) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by a majority of the Member; members.
(g) If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; .
(h) The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and .
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 2 contracts
Samples: Operating Agreement, Limited Liability Company Operating Agreement
Termination of Membership. The Member’s interest If the Board determines that a member has become ineligible for membership in this Cooperative, such member shall have no rights or privileges on account of such membership in the LLC shall cease upon the occurrence of one or more management of the following events: The Member dies; The Member decides to give notice affairs of withdrawal to this Cooperative, and the LLC thirty days (30) in advance membership of such member may be terminated by the Board. Membership may, at the discretion of the withdrawal date. There is no breach of Agreement when Board, be terminated whenever the Board by resolution finds that a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their person member has:
(a) intentionally or their estate; In the case of an estate that is a Member, the distribution by the fiduciary repeatedly violated any provision of the estate’s entire interest in Articles, Bylaws or Board policies of this Cooperative;
(b) failed to patronize this Cooperative during the LLC; If within one hundred twenty last two completed fiscal years;
(120c) breached any contract with or duty to this Cooperative;
(d) willfully obstructed any lawful purpose or activity of this Cooperative;
(e) remained indebted to this Cooperative for ninety (90) days after such indebtedness becomes payable;
(f) died or legally dissolved; or
(g) failed in the commencement judgment of the Board to comply with the qualifications and standards adopted by the Board from time to time; provided, however, that termination of any member's membership as a result of any of the circumstances listed in paragraphs (a) through (g) above shall not be deemed to revoke such member's consent contained in Article IX hereof but rather such member may only revoke such consent in writing. Upon termination of membership such member shall thereafter have no voting rights in this Cooperative. No action against taken hereunder shall impair the obligations or liabilities of a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief member under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator contract with this Cooperative. Redemption of the Member or of all or any substantial part equities held by terminated members shall remain at the sole discretion of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified aboveBoard.
Appears in 1 contract
Samples: Transaction Agreement (Cenex Harvest States Cooperatives)
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
a. A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement
b. A Member assigns all of their his/her interest to a qualified third party; .
c. A Member dies.
d. There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
e. In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the .
f. A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and Any .
g. If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the events provided in applicable code provisions that are members.
h. If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not inconsistent with vacated or within ninety (90) days after the dissociation events identified aboveexpiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
Appears in 1 contract
Samples: Operating Agreement
Termination of Membership. The A Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The :
(a) A Member dies; The Member decides to give provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement.
(b) A Member assigns all of their his/her interest to a qualified third party; .
(c) A Member dies.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; .
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s 's entire interest in the LLC; If within one hundred twenty .
(120f) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the A Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members:
(1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and .
(g) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the member’s properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 1 contract
Samples: Operating Agreement
Termination of Membership. The A Member’s 's interest in the LLC shall cease upon the occurrence of one or more of the following events: The Member dies; The Member decides to give :
(a) A member provided notice of withdrawal to the LLC thirty days (30) days in advance of the withdrawal date. There Withdrawal by a Member is no not a breach of Agreement when a Member decides to withdraw in this fashion; Agreement.
(b) A Member member assigns all of their its interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their person or their estate; In the case of an estate that is a
(c) A Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator majority of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: Members (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as a bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, seeks consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s 's interest in the LLC; and .
(d) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not been dismissed and/or has not been sonsented to by a majority of the Members.
(e) If within ninety (90) days after the appointment, without a Member's consent or acquiescense, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member's properties, said appointment is not vacated or within ninety (90) days after the expiration of any stay, the appointment is not vacated and/or has not been consented to by a majority of the Members.
(f) Any of the events provided in applicable code provisions that are arfe not inconsistent with the dissociation events identified above.
Appears in 1 contract
Samples: Operating Agreement (Videolocity International Inc)
Termination of Membership. The 19.1 Subject to earlier termination as provided by the terms of this Deed, the Board of Directors may, at any time, terminate a Ordinary Member’s interest in the LLC shall cease upon the occurrence of one or more membership of the following events: LLP and their employment (if any) by the LLP by giving not less than 3 months’ written notice.
19.2 The Board of Directors may in its absolute discretion terminate a Ordinary Member’s membership at any time by giving notice to such Ordinary Member dies; The and making a payment to such Ordinary Member decides to give notice of withdrawal equal to the LLC thirty days amount (30if any) of Monthly Drawings which would have been payable to him if notice had been given in accordance with clause 19.1 (which shall exclude, for the avoidance of doubt, any Trading Cash Amount or Silo Amount (if any) specified in that Ordinary Member’s Offer Letter) in advance lieu of any notice period or the balance of any notice period specified in clause 18.1, subject to any deductions required by law.
19.3 The Board of Directors may by written notice to a Ordinary Member, having effect 5 days from service of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their notice, expel that person or their estate; In the case of an estate that is a Member, the distribution by the fiduciary from membership of the estate’s entire interest in LLP where the LLCOrdinary Member concerned (including, for the avoidance of doubt, its Member Agent(s)):
19.3.1 commits any serious breach or persistent breaches of this Deed; If within one hundred twenty (120) days after or
19.3.2 undergoes a change of Control without having obtained the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s prior written consent or acquiescence, of a trustee, receiver, or liquidator of the Member Board of Directors;
19.3.3 has a bankruptcy order made against him or of all enters into any composition or any substantial part of the Member’s properties, and said appointment is not vacated arrangement with or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of his creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself or
19.3.4 fails to pay any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing money owing by him to contest the material allegations LLP within 30 days of a petition filed against him written request for payment from the LLP; or
19.3.5 fails to account for or pay over or refund any money received and belonging to the LLP within 30 days after being so required by notice from the Board of Directors; or
19.3.6 is guilty of gross misconduct or any conduct likely to have a serious adverse effect on the Business; or
19.3.7 ceases to hold any professional qualification or certification required for the normal performance of his duties as a Ordinary Member; or
19.3.8 is convicted of any serious criminal offence involving dishonesty which may be tried on indictment and which, in any proceeding the opinion of the nature described in this paragraph; (6) seeksBoard of Directors, consents to, or acquiesces in could harm the appointment of a trustee, receiver, or liquidator reputation of the Member or Business; or
19.3.9 is required to resign by the Board of all or any substantial part of their properties; or (7) if any creditor permitted by law Directors and fails to do so should commence foreclosure within the required time period; or
19.3.10 becomes, in the reasonable opinion of the Board of Directors, physically or mentally unfit (whether or not certified as such by a medical practitioner) to carry on his duties and obligations as a Ordinary Member under this Deed for 60 days in any 5 months (excluding any periods of holiday, maternity leave, parental leave or family leave) immediately preceding the service of the notice; or
19.3.11 incurs significant financial losses to the LLP (as determined by the Board of Directors acting reasonably) due to negligence or inadequate performance of his duties, or violates the LLP’s specified trading risk limits (as made available to the Ordinary Member), thereby placing the LLP at potential risk of financial losses, even if no actual losses are incurred; or
19.3.12 falsifies or causes or permits to be falsified, any books, ledgers, accounts, records, documents or other material in respect of the business of the LLP including any trading records or profit calculations relating to the LLP; or
19.3.13 breaches or attempts to breach any of the LLP’s security measures, including unauthorised access to or use of the LLP’s premises, computers, hardware, software or systems, Intellectual Property (including any Member Idea or Member Idea Product) or records and data; or
19.3.14 ceases to hold any professional or regulatory qualification, consent, licence, permission or certification required for, and seriously affecting, the normal performance of his duties and, to the extent capable of remedy, fails or omits to remedy the same within such period as the Board of Directors reasonably requires; or
19.3.15 without the consent of the Board of Directors, discloses to any person (other than to a Director or to any of his family members or professional advisors or as required by law) details of his past, anticipated or entitlement to share in the LLP’s profits, including as to how any such share was or may be calculated; or
19.3.16 brings into the LLP any Intellectual Property owned by a third party and not licensed or otherwise transferred to the LLP. This includes, without limitation, substantive written work, designs, systems, computer programs, data or other work including but not limited to trading algorithms or computer code.
19.4 The LLP shall be under no obligation to provide a Ordinary Member with work during any period of notice to terminate their membership (or any part thereof), whether such notice has been given by the Ordinary Member or the LLP. During such period, the LLP may require the Ordinary Member: (a) to carry out different duties from their normal duties; and/or (b) to cease carrying out some or all of their duties and powers; and/or (c) not to have any business dealings with the LLP’s Members, Directors, employees, suppliers, clients and agents; and/or (d) not to attend any premises or offices of the LLP. The Ordinary Member will continue to receive his Monthly Drawings (which shall exclude, for the avoidance of doubt, any amounts other than the Base Amount specified in that Member’s Offer Letter) and all benefits provided by the LLP, other than any drawings based on performance as specified in that Ordinary Members’ Offer Letter, which he will not be entitled to receive during such period of notice. During such period of notice the Ordinary Member may not be engaged or employed by, take up any office or partnership in or otherwise be interested or concerned in any other action to seize company, firm, business or sell any Member’s interest in organisation without the LLC; and Any prior written consent of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified aboveBoard of Directors.
Appears in 1 contract
Samples: Shareholder Agreements (FXCM Inc.)
Termination of Membership. The Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: :
(a) The Member dies; ;
(b) The Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; ;
(c) A Member assigns all of their his/her interest to a qualified third party; ;
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their his/her person or their his/her estate; ;
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; ;
(f) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by a majority of the Member; members.
(g) If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; .
(h) The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their his properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and .
(i) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
Appears in 1 contract
Samples: Operating Agreement