Terminating Member definition

Terminating Member has the meaning set forth in Section 8.4.

Terminating Member has the meaning set forth in Section 2.01(a) of the Put/Call, Registration Rights and Standstill Agreement.

Terminating Member shall have the meaning given such term in Section 10.8.

Examples of Terminating Member in a sentence

• The death, adjudication of insanity or Bankruptcy of any Member (the “Terminating Member”) shall not dissolve the Company, unless the remaining Members, within thirty (30) days of such death, adjudication of insanity or Bankruptcy, unanimously consent to terminate the business of the Company and not purchase the interest of the Terminating Member in accordance with Section 11.2.

• In the event of the death, adjudication of incompetence, Bankruptcy or the giving of notice by a Terminating Member pursuant to Section 8.6, the remaining Members (the “Remaining Members”) shall be required (the “Members’ Mandatory Call”) to purchase all, but not less than all, of such Terminating Member’s Ownership Interests (the “Terminating Interests”) at the Fair Market Value.

• In the event of the death, adjudication of incompetence, Bankruptcy or the giving of notice by a Terminating Member pursuant to Section 8.6 the remaining Members (the “Remaining Members”) shall be required (the “Members’ Mandatory Call”) to purchase all, but not less than all, of such Terminating Member’s Ownership Interests (the “Terminating Interests”) at the Fair Market Value.

• Any such revocation shall not operate as a release of the Non-Terminating Member from any liability it may have to the Terminating Member for any breach of its obligations under this Agreement and such revocation shall not in any way preclude the Terminating Member from exercising any right or power hereunder or otherwise available to it at law or in equity as a result of any such breach.

• It is the further intention of the Terminating Member and the Company that such payments shall be solely in exchange for the interest of the Terminating Member in the property of the Company, including the goodwill of the Company, under Section 736(b)(1) of the Code, except that amounts, if any, attributable to unrealized receivables (as defined in Section 751(c) of the Code) of the Company as of the purchase date shall be deemed to be made under Section 736(a)(1) of the Code.

More Definitions of Terminating Member

Terminating Member has the meaning set forth in Section 2.01(a).

Terminating Member shall have the meaning set forth in Section 5.6(a).

Terminating Member shall have the meaning given to such term in the DCP Sand Hills LLC Agreement or DCP Southern Hills LLC Agreement, as applicable.

Terminating Member. To the address appearing below Any party may change its address for the purpose of this Agreement by giving notice of such change to the other parties pursuant to the provisions of this section. Any notice, demand or other communication sent by facsimile shall be deemed given, in absence of proof to the contrary, upon receipt in a legible form by the party being served.

Terminating Member shall have the meaning given such term in Section 8.1(c).

Terminating Member has the meaning assigned to it in Section 3.1.2.

Terminating Member shall notify the other Member prior to the expiration of the Financing Contingency Period that it elects to have the Company terminate the Purchase Agreement pursuant to section 4.3.2 of the Purchase Agreement, then such Terminating Member shall be entitled to a return of its Initial Contribution in cash. If the other Member elects to have the Company not terminate the Purchase Agreement pursuant to such section 4.3.2 of the Purchase Agreement, then such other Member shall immediately make an additional Capital Contribution to the Company to provide funds to the Company necessary for the Company to return to the Terminating Member its Initial Capital Contribution (without regard to Section 4.1 below), and immediately upon receipt of such funds the Company shall effect such return of capital. If the other Member is also a Terminating Member, then the Company shall return the Initial Capital Contribution of each Terminating Member promptly after the Deposit (as defined in the Purchase Agreement) is returned to the Company pursuant to such section 4.3.2 of the Purchase Agreement.