TERMINATED MEMBER Sample Clauses

TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member (now a "Terminated Member"): (a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing. (b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company. (c) The Terminated Member must pay to the Company all amounts owed to it by such Member. (d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.

TERMINATED MEMBER. Upon the closing of a Transfer by a Member of all of its Membership Interest in the Company in accordance with this Article IX, the following provisions shall apply to the Transferring Member (now a “Terminated Member”): (a) The Terminated Member shall cease to be a Member immediately upon the occurrence of such closing. (b) The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions pursuant to Section 12.2) or allocations from the Company, and it shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information). (c) The Terminated Member must pay (i) to the Company all amounts owed to the Company by the Terminated Member and (ii) to each other Member all amounts owed to such Member by the Terminated Member. (d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing. (e) The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated among the applicable Transferees in proportion to the relative Transferred Units acquired by such Transferee. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

TERMINATED MEMBER. 7.9.1 When a Member becomes a Terminated Member, (i) such Member shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Company, except as provided in Section 5.1.6.1, (ii) upon the election of the Member who is not the Terminated Member (the "Electing Member"), given by notice from the Electing Member to the Terminated Member (a "Purchase Notice") at any time after a Member becomes a Terminated Member, sell the Terminated Member's interest in the 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Member and the Terminated Member shall attempt to agree upon the Buy-Out Price of the Terminated Member's interest in the Company If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Member, on the one hand, and the Electing Member, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Company if the Company sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50 % by the Company and 50 % by the Terminated Member. The Buy-Out Price shall equal the amount the Terminated Member would receive under Section 4.2.3, if all of the assets of the Company were sold to a third party for the Appraised Value and the Company were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Member under Section 5.5.3 by reason of the Terminated Member's Major Default for all periods. If the Company redeems the Terminated Member, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Company shall apply the proceeds of such redemption to satisfy s...

TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to Fluor (now a “Terminated Member”): (a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing. (b) The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and it shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information). (c) The Terminated Member must pay to the Company all amounts owed to the Company by such Terminated Member. (d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing. (e) The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated to DRIVe.

TERMINATED MEMBER. 28 ARTICLE 10 DISPUTE RESOLUTION

TERMINATED MEMBER. 7.9.1 When a Member becomes a Terminated Member, (i) such Member shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Company, except as provided in Section 5.1.6.1, (ii) upon the election of the Member who is not the Terminated Member (the "Electing Member"), given by notice from the Electing Member to the Terminated Member (a "Purchase Notice") at any time after a Member becomes a Terminated Member, sell the Terminated Member's interest in the Company to the Company (or to the other Member or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Member shall notify the Terminated Member in writing of its election (exercisable at any time after a Member becomes a Terminated Member) under clause (ii), above, and (iii) the other provisions applicable by reason of becoming a Defaulting Member (including Sections 7.9.5 and 8.1.1) shall apply.

TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to Gateway (now a "TERMINATED MEMBER"): (a) The Terminated Member ceases to be a Member immediately upon the occurrence of the closing. (b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company. (c) The Terminated Member must pay to the Company all amounts owed to it by such Member. (d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing. (e) The Sharing Ratio of the Terminated Member shall be allocated to VALIC. Exhibit No. 10.45