Withdrawal of a Member. For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.
Withdrawal of a Member. A Member may withdraw, retire or resign from the Company at any time upon giving ninety (90) days prior written notice of such withdrawal to the remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of a Majority in Interest of the remaining Members within such ninety (90) day notice period, such a withdrawal shall be deemed a breach of this LLC Agreement allowing the Company to recover from the withdrawing Member damages for such breach as reasonably determined by the remaining Members, including, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable to the withdrawing Member. Subject to the remaining provisions of this LLC Agreement, upon the withdrawal of a Member, the withdrawing Member shall be entitled to the fair market value of its Economic Interest, which amount shall be equal to the sum of the withdrawing Member's Percentage Interest of both (i) the Company's Net Profits or Net Losses for the year in which the withdrawal occurs through the date of the withdrawal (less any distributions of Net Cash Flow made to the withdrawing Member through the date of such withdrawal); and (ii) the value of the Company's assets, net of the Company's debts, liabilities and obligations; less any deficit balance in the withdrawing Member's Capital Account, such consideration which the Company shall pay in cash at the closing, which closing shall be within thirty (30) days of the date such purchase price is determined at such time and place as designated by the Company. For purposes of this determination, the value of the Company's assets, other than cash, certificates of deposit and other instruments the value of which are readily ascertainable, shall be determined with reference to the fair market value of such assets as determined by the Company's regularly employed independent certified public accountant, which determination shall be final, binding and conclusive upon all parties. Notwithstanding the foregoing, if such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described above.
Withdrawal of a Member. No Member may withdraw or resign as a Member without the written consent of the Manager.
Withdrawal of a Member. A Member may withdraw from the Company only by Assigning his or her Shares in accordance with this Article X or having all of his or her Shares redeemed or repurchased in accordance with a Share Repurchase Program, if any. The withdrawal of a Member shall not dissolve or terminate the Company. In the event of the withdrawal of any such Member because of death, legal incompetence, dissolution or other termination, the estate, legal representative or successor of such Member shall be deemed to be the Assignee of the Shares of such Member and may become a Substitute Member upon compliance with the provisions of Section 10.3.
Withdrawal of a Member. No Member shall have the right or power to Voluntarily Withdraw from the Company.
Withdrawal of a Member. No Member shall have the right or power to withdraw as a Member of the Company without the unanimous prior written approval of the non-withdrawing Members and, if such approval is obtained, the optional buy-out provisions contained in Section 10.3 shall apply.
Withdrawal of a Member. A Member may withdraw or resign from the Company at any time. A Member who dies, withdraws or resigns as a Member will not be entitled to have his/her/its unit redeemed and shall forfeit to the Company his/her/its capital account.
Withdrawal of a Member. A Member shall cease to be a Member if it no longer Beneficially Owns any Membership Units (a “Withdrawal Event”). Immediately after a Withdrawal Event, the withdrawn Member and its Affiliates shall have no continuing rights or obligations under this Agreement but will remain subject to the terms of Ancillary Agreements to the extent provided by, and in accordance with, the express terms thereof. Subject to compliance with Article 4 hereof, a Member may voluntarily cause a Withdrawal Event and such action shall not be a breach of this Agreement.
Withdrawal of a Member. Any Member may withdraw from the LLC at any time upon not less than ninety days' prior written notice to the LLC and each other Member. A withdrawal of a Member shall not cause a Dissolution Event unless the remaining Members determine to dissolve pursuant to Section 12.2.
1. If the existence and business of the LLC is continued by the remaining Members after such withdrawal:
a. such withdrawing Member shall have no Governance Rights with respect to the LLC, and the rights of such withdrawing Member shall be deemed to be that of an assignee of such withdrawing Member's Financial Rights owned prior to such withdrawal, once notice of such Member's withdrawal is given by such withdrawing Member;
b. no Member shall be entitled to any distribution from the LLC as a result of such withdrawal; and
c. a withdrawn Member shall remain liable to the LLC for any existing liability of such withdrawn Member for wrongful distributions and pursuant to any contribution agreements at the time of such withdrawal.
