Termination of a Member. The termination date of a covered employee’s and/or his or her dependents’ membership will be the date you specify, as long as Blue Cross and Blue Shield receives your written notice no later than 30 days after the Member’s disenrollment notification period applicable to membership modifications (as described in the Subscriber Certificate for your benefits plan). This notification provision will apply except as otherwise required by federal or state law or specified in The Manual of Underwriting Guidelines for Group Business. When a Member is no longer eligible for group coverage he or she may have the option to continue coverage as provided by state or federal law. Section 6 of this Agreement explains your responsibilities. Minimum Enrollment Requirement To the extent permitted by law, Blue Cross and Blue Shield requires that, at all times, the minimum number of active employees (or retired employees, as applicable) as specified in The Manual of Underwriting Guidelines for Group Business participate as Members in the benefits plans offered by Blue Cross and Blue Shield. If your covered employee participation falls below this minimum enrollment requirement, Blue Cross and Blue Shield will give you at least 90 days to comply with this enrollment requirement or this Agreement will be subject to termination as permitted by law.
Termination of a Member. A person or entity will no longer be a Member for purposes of this Agreement upon an Event of Withdrawal. The Terminated Member shall only be entitled to continue to receive allocation of Profits and Losses and distributions of the LLC, including distributions pursuant to Article V hereof, as and when paid by the LLC, to the same extent such Terminated Member was entitled to such distributions as a Member. Except as provided in Section 8.1, such Terminated Member will not be entitled to participate in any LLC decision or determination, and his, her or its successors and assigns will acquire only his, her or its right to receive allocation of Profits and Losses and to share in LLC distributions.
Termination of a Member. The termination date of a covered employee’s and/or his or her dependents’ membership will be the date you specify, as long as Blue Cross and Blue Shield receives your written notice no later than 30 days after the Member’s disenrollment notification period applicable to membership modifications (as described in the Subscriber Certificate for your benefits plan). This notification provision will apply except as otherwise required by federal or state law or specified in The Manual of Underwriting Guidelines for Group Business. When a Member is no longer eligible for group coverage he or she may have the option to continue coverage as provided by state or federal law. Section 6 of this Agreement explains your responsibilities.
Termination of a Member. Does Not Require Dissolution The disassociation, withdrawal, death, insanity, incompetency, Bankruptcy, dissolution, or liquidation of any Member or the Manager will not require dissolution of the Company.
Termination of a Member. If, in the event of the Termination of a Member (hereinafter a "Terminating Member"), the Terminating Member's trustee in bankruptcy or successor-in-interest shall have only the rights of an assignee of the right to receive Company distributions applicable to the Membership Interest of such Terminating Member. In the event of the Termination of a Member, the non-Terminating Members shall have the option to purchase the Membership Interest owned by such Terminating Members pro rata based on the relative Percentage Interests of such non-Terminating Members by serving written notice upon such Terminating Member's administrator, conservator, liquidator or other successor-in-interest within thirty (30) calendar days after the giving of written notice to such Members that such Terminating Member is to be dissolved or liquidated. If one or more of the non-Terminating Members do not elect to purchase their pro rata portion of such Membership Interest, and gives written notice of this decision to the other non-Terminating Members, the other non-Terminating Member(s) may elect to purchase pro rata the remainder of the Membership Interest of the Terminating Member. The price to be paid for such Membership Interest shall be equal to the total Capital Contributions made by the Terminating Member as of the date of dissolution or liquidation less any distributions received by the Terminating Member as of the date of dissolution or liquidation. The Sale of such Membership Interest to the Non-Terminating Members shall be made within ninety (90) calendar days after the Non-Terminating Members serve written notice of their intent to purchase the Terminating Member's Interest, subject to extension for a maximum of one hundred twenty (120) additional calendar days to the extent required to obtain all applicable governmental, regulatory and other third party consents and approvals. The purchase price shall be paid by an initial cash payment equal to 25% of the total -38- 147 purchase price, and the remaining 75% shall be paid by the delivery of a promissory note providing for five equal annual payments of principal, with accrued interest at the Prime Rate, which promissory note may be prepaid at any time without penalty.
Termination of a Member. Notwithstanding the provisions of Section 5.4, a person or entity will no longer be a Member for purposes of this Agreement upon an Event of Withdrawal. The Terminated Member, or its personal representative, as the case may be, shall only be entitled to continue to receive allocation of Profits and Losses and distributions of the Company, including distributions pursuant to Article III hereof, as and when paid by the Company, to the same extent such Terminated Member was entitled to such distributions as a Member. Except as provided in Section 6.1, such Terminated Member’s successors and assigns will not be entitled to participate in any Company decision or determination, and such Terminated Member’s successors and assigns will acquire only such Terminated Member’s right to receive allocation of Profits and Losses and to share in Company distributions.
Termination of a Member. Any Member may be removed by agreement of a super- majority of two thirds (2/3) of all of the Members. Written notice of a meeting where removal of a Member is to be considered shall include a specific reference to this matter. The vote action shall be treated as receipt of a request for withdrawal. The removal shall become effective upon payment of the value of the removed Member's capital account, which shall be in accordance with the provisions set forth in this Article 7.
Termination of a Member. The expulsion, dissolution or Bankruptcy of a Member or any other event that terminates the continued membership of any Member (each a "Terminating Event") shall not in and of itself cause the Company to be dissolved, wound up or terminated unless, no later than ninety (90) days following a Terminating Event with respect to a Member, Members owning all of the remaining Membership Interests unanimously determine not to continue the business of the Company, in which case the Company shall dissolve and liquidate pursuant to Article X hereof and the remaining Members shall select the liquidator pursuant to such Article. No Member shall have the right to withdraw or resign as a Member or, except as provided in Section 10.1(a)(i), dissolve the Company voluntarily.
Termination of a Member. A Person will no longer be a Member for purposes of this Agreement upon an Event of Withdrawal. The Terminated Member shall only be entitled to continue to receive distributions of the Company, including distributions pursuant to Article II hereof, as and when paid by the Company, to the same extent such Terminated Member was entitled to such distributions as a Member. Such Terminated Member will not be entitled to participate in any Company decision or determination, and his, her or its successors and assigns will acquire only his, her or its right to share in Company distributions.
Termination of a Member. (a) In the event any Member is an employee of the Company or its affiliate, Universal Mfg. Co, upon the voluntary or involuntary termination of the employment of such Member, including resignation and retirement, the Manager shall have the right, within ninety (90) days after the date of the termination of the employment of the Member, to designate a Transferee to whom the terminated Member must sell his or her Membership Interest. The Manager shall deliver notice to the terminated Member of its designation of the Transferee. Upon the receipt of such notice, the terminated Member shall, within ninety (90) days after receiving said notice, sell his or her Membership Interest to the designated Transferee upon receipt of payment of the purchase price for the Interest as defined in Section 7.08 below.
