Common use of Dissociation Clause in Contracts

Dissociation. “Dissociation” from the LLC occurs upon a Member’s expulsion, transfer or redemption of all of the Member’s Units, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (a) the Member’s right to participate in the LLC’s governance, receive information concerning the LLC’s affairs and inspect the LLC’s books and records will terminate and (b) unless the Dissociation resulted from the Transfer of the Member’s Units, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the LLC that existed prior to the effective date of the Dissociation, including any costs or damages from the Member’s breach of this Agreement. The Member will have no automatic right to any return of his, her or its capital (or redemption of his, her or its Units) prior to the termination of the LLC unless the LLC affirmatively elects (in its sole and absolute discretion) to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell or dissociate will be to increase their percentage share of the remaining assets of the LLC, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Units will also increase the relative voting power of remaining Members.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Cf Fund Ii, LLC), Limited Liability Company Operating Agreement (Cf Fund Ii, LLC), Limited Liability Company Operating Agreement (Cf Fund Ii, LLC)

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Dissociation. “Dissociation” from the LLC Company occurs upon a Member’s expulsion, transfer or redemption of all of the Member’s UnitsMembership Interests, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (a) the Member’s right to participate in the LLCCompany’s governance, receive information concerning the LLCCompany’s affairs and inspect the LLCCompany’s books and records will terminate and (b) unless the Dissociation resulted from the Transfer of the Member’s UnitsMembership Interests, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the LLC Company that existed prior to the effective date of the Dissociation, including any costs or damages from the Member’s breach of this Agreement. The Member will have no automatic right to any return of his, her or its capital (or redemption of his, her or its UnitsMembership Interests) prior to the termination of the LLC Company unless the LLC Company affirmatively elects (in its sole and absolute discretion) to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell or dissociate will be to increase their percentage share of the remaining assets of the LLCCompany, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Units Membership Interests will also increase the relative voting power of remaining Members.. LIMITED LIABILITY COMPANY OPERATING AGREEMENT PFG Fund V, LLC

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (PFG Fund V, LLC), Limited Liability Company Operating Agreement (PFG Fund V, LLC), Limited Liability Company Operating Agreement (PFG Fund V, LLC)

Dissociation. “Dissociation” from the LLC occurs upon a Member’s expulsion, transfer or redemption of all of the Member’s UnitsMembership Interests, withdrawal or resignation (an “Event event of Dissociation”). Upon the occurrence of an Event event of Dissociation: ): (a1) the Member’s right to participate in the LLC’s governance, receive information concerning the LLC’s affairs and inspect the LLC’s books and records will terminate terminate; and (b2) unless the Dissociation resulted from the Transfer of the Member’s UnitsMembership Interests, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the LLC that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member’s breach of this Agreement. The Under most circumstances, the Member will have no automatic right to any return of his, his or her or its capital (or redemption of his, her or its Units) prior to the termination of the LLC unless the LLC affirmatively Manager elects (in its sole and absolute discretion) to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell or dissociate will be to increase their percentage share of the remaining assets of the LLC, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Units Membership Interests will also increase the relative voting power of remaining Members.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

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Dissociation. “Dissociation” from the LLC Series occurs upon a Member’s expulsion, transfer or redemption of all of the Member’s Membership Units, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: ): (a) the Member’s right to participate in the LLC’s Series’ governance, receive information concerning the LLC’s Series’ affairs and inspect the LLC’s Series’ books and records will terminate terminate; and (b) unless the Dissociation resulted from the Transfer of the Member’s Membership Units, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the LLC Series that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member’s breach of this Agreement. The Under most circumstances, the Member will have no automatic right to any return of his, his or her or its capital (or redemption of his, her or its Units) prior to the termination of the LLC Series unless the LLC affirmatively Manager elects (in its sole and absolute discretion) to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell or dissociate will be to increase their percentage share of the remaining assets of the LLCSeries, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Membership Units will also increase the relative voting power of remaining Members.

Appears in 1 contract

Samples: Operating Agreement

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