Disassociated Member definition

Disassociated Member means a Member who has been involuntarily disassociated from the Company by one of the actions described in Article 12.1 or 12.2, or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described in Articles 11.3 through 11.5. Dispute, when capitalized, shall have the meaning set for in Article 13 hereof.
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Disassociated Member means a Member who has been involuntarily dissociated from the Company by one of the actions described in Article 12.1 or 12.2, or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described in Articles 11.3 through 11.5. Dispute, when capitalized, shall have the meaning set forth in Article 13 hereof. Distributable Cash (a) the amount necessary for the payment of all current installments of interest and/or principal due and owing with respect to third party debts and liabilities of the Company during such period, including but not limited to any real estate commissions, property management fees, marketing fees, utilities, closing costs, holding costs, construction costs, development costs, acquisitions of lands costs, etc., incurred by or on behalf of the Company; (b) the repayment of Advances, plus interest thereon; and (c) such additional reasonable amounts as the Manager, in the exercise of sound business judgment, determines to be necessary or desirable as a Reserve for the operation of the business and future or contingent liabilities of the Company. Distributable Cash may be generated through either operations or Capital Transactions. Distribution, Distributions or Cash Distributions mean the disbursement of cash or other property to the Manager or Members in accordance with the terms of this Agreement.
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Disassociated Member. Disassociated Member" means the transferee of a Member's Shares, or a personal representative or heir or legatee of such Member, who is not admitted to the Company as a Member.
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Examples of Disassociated Member in a sentence

  • Immediately on mailing of a notice of Disassociation sent by the Manager to a Member’s last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Member will cease to be a Member of the Company and shall henceforth be known as a Disassociated Member.

  • Until such time, they shall only succeed to the Economic Interest of the Disassociated Member, including the right to any Distributions and a return of the Disassociated Member’s Unreturned Capital Contributions, if applicable, which shall be distributed only if and when such Distributions or return of Capital Contributions shall become due per the terms of this Agreement.

  • Simultaneously therewith the Disassociated Member shall execute, acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall be necessary or reasonably desirable to convey all of the right, title and Interest of the Member and the Assets thereof.

  • Any Distributions that may be due a Disassociated Member shall be held in trust and no Distributions shall be made to an Involuntary Transferee until it produces and executes such documentation as the Manager deems necessary to evidence the Transfer of the Disassociated Member’s Economic Interest, and to indemnify the Company and the Manager for any liability related to making Distributions directly to the holder of the Economic Interest.

  • A Disassociated Member (or its legal successor) will continue to receive only the Disassociated Member’s Economic Interest in the Company, unless the Disassociated Member/Involuntary Transferee elects to sell its Interest to the Manager or Members (Purchasing Members) or to a third party buyer (Voluntary Transferee) following the procedures described in Article 11.5; and/or a Voluntary or Involuntary Transferee seeks admission and is approved by the Manager as a Substitute Member (per Article 11.4).

  • If there is no Involuntary Transferee, and no third party buyer is found and the Manager or Remaining Members do not wish to purchase the Disassociated Member’s Interest, the Disassociated Member will only be entitled to receive its Economic Interest (no voting rights), indefinitely, until such time as the Company is dissolved.

  • At closing, the Purchasing Members shall pay to the Disassociated Member by certified or bank check an amount equal to the determined value of the Disassociated Member’s Interest, or, if such value shall be determined to be zero or another amount pursuant to an agreement of the Members, shall deliver an executed copy of such agreement or a copy of such appraisal report(s), or a memorandum of the negotiated value (per Article 11.4 above) as applicable.

  • Immediately on mailing of a notice of Disassociation sent by the Manager to a Members last known address, unless the reason for Disassociation can be and is cured within sixty (60) days, a Member will cease to be a Member of the Company and shall henceforth be known as a Disassociated Member.

  • Any Distributions that may be due a Disassociated Member shall be held in trust by the Series Manager and no Distributions shall be made to an Involuntary Transferee until it produces and executes such documentation as the Series Manager deems necessary to evidence the Transfer of the Disassociated Member’s Economic Interest, and to indemnify the Company, the Series Manager or Members for any liability related to making Distributions directly to the holder of the Economic Interest.

  • If there is no Involuntary Transferee, and no third party buyer is found and the Manger or remaining Members do not wish to purchase the Disassociated Members Interest, the Disassociated Member will only be entitled to receive its Economic Interests (no voting rights), indefinitely, until such time as the Company is dissolved.


More Definitions of Disassociated Member

Disassociated Member means a Member who has ceased to be a Member as a result of incapacity, death, divorce, Bankruptcy or Dissolution or redemption by the Company of all such Member’s Units or Transfer of all such Member’s Units.
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Disassociated Member means a Member who has been involuntarily disassociated from the Company by one of the actions described in Article 12.1 or 12.2, or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described in Articles 11.3 through 11.5. Tulsa Real Estate Fund, LLC D-2 Company Agreement Dispute, when capitalized, shall have the meaning set for in Article 13 hereof.
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Related to Disassociated Member

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Interested Member means any person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that:

  • Designated member means the spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest in a wholesaler, who is entitled to inherit the deceased individual's ownership interest in the wholesaler under the terms of the deceased individual's will, or who has otherwise been designated in writing by the deceased individual to succeed the deceased individual in the wholesaler's business, or is entitled to inherit such ownership interest under the laws of intestate succession of this state. With respect to an incapacitated individual owning an ownership interest in a wholesaler, the term means the person appointed by a court as the conservator of such individual's property. The term also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler.

  • Enlisted member means a person in an enlisted grade.

  • Principal Member means the person who signs the application and is responsible for the payment of premiums.

  • A Member means a companion, fellow, member, honorary member, associate or affiliate of the Society

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Co-opted Member means a person who is not a member of the authority but who-

  • of a Member means the salary corresponding in any given year to a full-time appointment at the member's rank and step, as set out for that year in Schedule A.

  • Retired member means any former member receiving a retirement allowance or any former member who has filed the necessary documents for retirement benefits and is no longer contributing to the retirement system;

  • Inactive member means a member of the pension program or the individual account pro-

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;

  • Independent Member of the board means a member of the board who has no business, family or other relationship that raises a conflict of interests regarding the CCP concerned or its controlling shareholders, its management or its clearing members, and who has had no such relationship during the five years preceding his membership of the board;

  • Special Member means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

  • Substituted Member means a Person that is admitted as a Member to the Company pursuant to Section 12.01.

  • Unit Member means any certificated employee of the district who is included in the appropriate unit as defined in Article 2 and therefore covered by the terms and provisions of this Agreement.

  • elected member means a member of the authority board who:

  • Potential Member means an individual who meets the eligibility requirements to enroll in the Oregon Health Plan but has not yet enrolled with a specific PHP or CCO.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Deferred member means a person who elected to receive deferred vested retirement

  • Active member means a member of the pension program or the individual account program

  • Initial Member has the meaning set forth in the introductory paragraph.

  • Tribal Member means an enrolled member of the Tribe.

  • Founding Member means any individual who is either:

  • Preferred Member means a Member holding Preferred Units.

  • Student Member means the member of ICCB who has been selected by ICCB's Student Advisory Committee. The student member has all the privileges of membership defined in Section 2-3 of the Act.