Common use of Withdrawal and Resignation of Member Clause in Contracts

Withdrawal and Resignation of Member. No Member shall have the power or right to withdraw or otherwise resign as a Member prior to the dissolution and winding up of the Company pursuant to Article XIII without the prior written consent of the Board (which consent may be withheld by the Board in its sole discretion), except as otherwise expressly permitted by this Agreement. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, such Member shall cease to be a Member. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Member’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc), Limited Liability Company Agreement (Calavo Growers Inc)

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Withdrawal and Resignation of Member. No Member shall have the power or right to withdraw or otherwise resign as a Member from the LLC prior to the dissolution and winding up of the Company LLC pursuant to Article XIII XII without the prior written consent of the Board Managing Member (which consent may be withheld by the Board Managing Member in its sole discretion), except as otherwise expressly permitted by this AgreementAgreement or any of the other agreements contemplated hereby. Upon a Transfer of all of a Member’s Units 's Shares in a Transfer permitted by this Agreement, subject to the provisions of Section 9.7, such Member shall cease to be a Member. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such Member’s Shareholder's Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GT Solar International, Inc.)

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Withdrawal and Resignation of Member. No Member shall have the power or right to withdraw or otherwise resign as a Member from the LLC prior to the dissolution and winding up of the Company LLC pursuant to Article XIII XII without the prior written consent of the Board Managing Member (which consent may be withheld by the Board Managing Member in its sole discretion), except as otherwise expressly permitted by this AgreementAgreement or any of the other agreements contemplated hereby. Upon a Transfer of all of a Member’s Units Shares in a Transfer permitted by this Agreement, subject to the provisions of Section 9.7, such Member shall cease to be a Member. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Member will not be considered a Member for any purpose after the effective time of such complete withdrawal, and, in the case of a partial withdrawal, such MemberShareholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Helpful Alliance Co)

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