Membership Termination Event definition

Membership Termination Event with respect to any Member means one or more of the following: the withdrawal, resignation, Bankruptcy, dissolution or occurrence of any other event which terminates the continued membership of that Member in the Company, other than a Transfer of a Member’s Membership Interest which is made in accordance with the provisions of ARTICLE VII.
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Membership Termination Event with respect to any Member means one or more of the following: the insanity, permanent disability, withdrawal, resignation, Bankruptcy, dissolution or an attempted Transfer of a Member’s Membership Interest or Economic Interest which is not made in accordance with the provisions of ARTICLE VII.
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Membership Termination Event has the meaning set forth in Section 9.7.
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Examples of Membership Termination Event in a sentence

  • The occurrence of a Membership Termination Event as to any Member other than the last and only remaining Member shall not dissolve the Company.

  • Upon the occurrence of a Membership Termination Event as to the last and only remaining Member or as otherwise provided by law, the Company shall dissolve unless the personal representative or other successor-in-interest of the last and only remaining Member consents in writing within ninety (90) days of that Membership Termination Event to the continuation of the Company and to the admission of such personal representative or other successor-in-interest, or its designee or nominee, as a Member.

  • Title to the Former Member’s Interest shall pass to the purchasers as of the date of the Membership Termination Event.

  • Upon the occurrence of a Membership Termination Event as to the last and only remaining Member, the Company shall dissolve unless the Managers and the successor-in-interest of the last and only remaining Member consent in writing within ninety (90) days of such Membership Termination Event to the continuation of the Company and to the admission of such personal representative or other successor-in-interest, or its designee or nominee, as a Member.

  • The fair market value of the Former Member's Interest as of the date of the Membership Termination Event shall be deemed to be the average of the two appraisals closest in amount to each other, and the fair market value of the Former Member's Interest as of the date of the Membership Termination Event, as so determined, shall be the purchase price.

  • In the case of a Membership Termination Event that constitutes a Transfer of such Member’s Membership Interest that does not satisfy the conditions of Section 9.1, the Table of Contents transferee of such Membership Interest will be treated as an assignee of the Membership Interest and will have only the rights described in Section 9.2.

  • If the Company and the Transferring Interest Holder are unable to agree upon a purchase price within thirty (30) calendar days following the Company's receipt of the Notice, they shall appoint an appraiser as mutually agreed by the parties to value the Fair Market Value of the Affected Interest as of the date the Membership Termination Event occurred.

  • In such event, the fair market value of the Former Member's Interest as of the date of the Membership Termination Event shall be determined by three (3) independent appraisers, one selected by the Former Member or the Former Member's legal representative or other successor-in-interest, one selected by the Company and one selected by the two appraisers so named.

  • Title to the Former Member s Interest shall pass to the purchasers as of the date of the Membership Termination Event.

  • Any such withdrawal shall constitute a Membership Termination Event and shall be subject to the provisions of Section 8.1.


More Definitions of Membership Termination Event

Membership Termination Event means any termination or removal of a Member of the Company, whether pursuant to Section 4.0, 5.0 or 6.0 of the Membership Agreement or any analogous provision of any similar agreement, pursuant to the Articles of Incorporation or Bylaws of the Company or otherwise.
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Related to Membership Termination Event

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Potential Termination Event means an event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Event Termination Date See Section 2(e) hereof.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Swap Termination Event means any event defined as a “Swap Termination Event” in the Interest Rate Swap Agreement.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Early Termination Event has the meaning specified in Section 9.2.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Terminating Event means any of the following events:

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.