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 For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.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. No Member may withdraw or resign as a Member without the written consent of the Manager.
Withdrawal of a Member. If a Member Transfers all of its Units in accordance with the terms of this Agreement and the Assignee of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such time.
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 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. No Member shall have the right or power to Voluntarily Withdraw from the Company.
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:
