Withdrawal Event. (a) A Member shall cease to be a Member and a Series A Preferred Owner shall cease to be a Series A Preferred Owner solely upon the occurrence of any one of the following events (“Withdrawal Event”):
(i) assignment, sale or other transfer by a Member or Series A Preferred Owner of all of such person’s Membership Interest or Economic Interest, as applicable, to a substitute Member or Series A Preferred Owner;
(ii) the Company’s purchase or redemption of a Member’s entire Membership Interest or a Series A Preferred Owner’s Series A Preferred Units;
(iii) the death or Disability of a Member or a Series A Preferred Owner;
(iv) the occurrence of a Bankruptcy Event with respect to a Member or a Series A Preferred Owner;
(v) the filing by a Member or a Series A Preferred Owner of a petition, answer or any similar document seeking its arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; or
(vi) the attempted transfer of a Member’s Membership Interest or a Series A Preferred Owner’s Series A Preferred Units in violation of this Agreement. Notwithstanding the foregoing, in the case of the Withdrawal Events described in clauses (iii), (iv) and (v), such Member or Series A Preferred Owner shall retain its Economic Interest in the Company until the events described in clauses (i) and (ii) occur with respect to such Member or Series A Preferred Owner but shall not be entitled to vote on any question regarding the Company.
(b) Neither a Member nor a Series A Preferred Owner may voluntarily withdraw from the Company.
Withdrawal Event. Withdrawal Event" shall mean an event which causes a Person or Entity to cease to be a Member of the Company under the LLC Act.
Withdrawal Event. A "Withdrawal Event" shall have occurred (a) if this Agreement is terminated pursuant to Section 1.2(i), (b) if this Agreement is terminated by Supplier pursuant to Sections 1.2(ii) or 1.2(v), (c) if there exists a Customer Material Breach in respect of which Supplier could have terminated this Agreement pursuant to Section 1.2(ii) but Supplier has waived such breach and continues to supply the Mixture, (d) if this Agreement is terminated by Customer pursuant to Section 1.2(iii), (e) if Customer delivers notice of termination pursuant to the proviso to Section 1.1, (f) on the twelfth anniversary of the date hereof or (g) if a Change of Control shall have occurred. For purposes of this Agreement, "Change of Control" means any transaction or series of related transactions resulting in any Competitor (A) acquiring beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of (i) so long as Customer has not consummated an initial public offering of its equity securities, 50% or more and (ii) thereafter, 20% or more, of the voting interests entitled to vote in the election of the board of directors (or similar governing body) of Customer or acquiring the power to appoint a majority of such board or (B) merging with Customer. As used herein, "Competitor" means any person or entity which is, or whose Affiliate (as defined in the Purchase Agreement) is, engaged, directly or indirectly, in the business of marketing, selling, manufacturing, developing or distributing margarines, butters or other yellow fats or similar spreads (or any combinations thereof).
Withdrawal Event. Notwithstanding anything contained in the OP LPA to the contrary, the General Partner shall resign and withdraw automatically (and without any further action by the General Partner or the limited partners of the OP) as the general partner of the OP if (i) the General Partner defaults in the performance of its obligations under this Agreement in any material respect, (ii) the Management Agreements are terminated for any reason, (iii) the General Partner is removed as general partner under the OP LPA, (iv) Xxxx Xxxxxx and Xxxx XxXxxxx are no longer the managers and majority holders of the issued and outstanding equity interests of the General Partner, or (v) the limited partners holding a majority of the percentage interests in the OP provide notice to the General Partner that such limited partners are requesting the resignation and withdrawal of the General Partner (each, a “Withdrawal Event”). In the event of a Withdrawal Event occurs, the procedures set forth in Section 11.2(c) of the OP LPA shall apply.
Withdrawal Event. Withdrawal Event has the following meaning as it applies to the specified Parties: with respect to the Companies, an Event of Default that is the responsibility of the Companies has occurred and is continuing, any applicable cure period associated with such Event of Default has expired, and such Event of Default has resulted or will result in the cancellation, termination, or suspension of the construction of Xxxxxxx County Unit 2 for a period of at least ninety (90) calendar days. With respect to IMPA or IMEA, an Event of Default has occurred and is continuing for failure to make a payment of Construction Costs (or the supervisory fee thereon) otherwise due and owing hereunder and any applicable cure period associated with such Event of Default has expired. Withholding Party. Withholding Party has the meaning specified in Section 18.4.
Withdrawal Event. 19 ARTICLE IIINATURE OF BUSINESS............................................19
Withdrawal Event. A Withdrawal Event shall consist of the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, or occurrence of any other event that terminates the membership of a Member in the Company.
Withdrawal Event. Notwithstanding any other term of the Loan shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Documents, no Withdrawal Event shall (or shall be deemed to) constitute a breach of any Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates representation and warranty, covenant or undertaking in the relevant Loan Document or result (by may accept deposits from, lend money to, own securities of, act as the financial advisor or in any itself) in the occurrence of an Event of Default or a Default and shall be expressly permitted under other advisory capacity for, and generally engage in any kind of business with the Borrower or any the terms of this Agreement. Subsidiary or other Affiliate thereof (subject to securities law and other requirements of applicable law) as if it were not an Agent hereunder and without any duty to account therefor to the Lenders.
Withdrawal Event. “Withdrawal Event” has the meaning set forth in Section 6.1(c) hereof.
Withdrawal Event. Upon written consent of all Partners, other than the General Partner which would cease to be a Partner in the Partnership in the absence of this paragraph, the Partnership may waive any event of withdrawal of the General Partner as provided under ss. 620.124, Florida Statutes. If there is an event of withdrawal of a General Partner and there is at least one (1) General Partner that is not withdrawing, then the Partnership shall not be dissolved and the remaining General Partners shall continue the business of the Partnership without the withdrawing General Partner. If there is an event of withdrawal of the General Partner and there is no remaining General Partner after such withdrawal, then the Partners who have not withdrawn may, within ninety (90) days of such withdrawal, appoint a successor General Partner and elect to continue the business of the Partnership. In such case, the Partnership shall not be dissolved.
