Withdrawal and Resignation of Members. Except in the event of Transfers pursuant to Section 10.06 and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the termination of the Company pursuant to Article XIV. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIII without the prior written consent of the Managing Member, except as otherwise expressly permitted by this Agreement. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Managing Member upon or following the dissolution and winding up of the Company pursuant to Article XIII but prior to such Member receiving the full amount of distributions from the Company to which such Member is entitled pursuant to Article XIII shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member, and such Member shall be entitled to receive the Fair Market Value of such Member’s equity interest in the Company as of the date of its resignation (or, if less, the amount that such Member would have received on account of such equity interest had such Member not resigned or otherwise withdrew from the Company), as conclusively determined by the Managing Member, on the sixth month anniversary date (or such earlier date determined by the Managing Member) following the completion of the distribution of Company assets as provided in Article XIII to all other Members. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 9.4, such Member shall cease to be a Member.
Withdrawal and Resignation of Members. Except in connection with any Transfer in compliance with Article VIII, no Member shall have the power or right to withdraw or otherwise resign from the Company prior to the earlier of (i) the occurrence of a Conversion Event and (ii) the dissolution and winding up of the Company pursuant to Article XIII, without the prior written consent of the Manager (which consent may be withheld by the Manager in its 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, subject to Article XIII, 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 proportionately reduced for all other purposes hereunder upon the effective time of such partial withdrawal.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign as a Member prior to the dissolution and winding up of NGR Management pursuant to ARTICLE XI without the prior written consent of the Board, except as otherwise expressly permitted by this Agreement. Notwithstanding the foregoing, upon a Transfer of all of a Member’s Membership Interests in a Transfer permitted by, and in accordance with, this Agreement and (if applicable) an Equity Agreement, subject to the provisions of Section 9.5, such Member shall automatically cease to be a Member without any further action on behalf of any Person and NGR Management shall cause the Membership Interest Ownership Ledger to be amended and updated to reflect such withdrawal and resignation (and any related admission as a Substituted Member) (which amendment and update shall not be deemed an amendment of this Agreement for any other purpose or require the consent of any other Person). In the event either (i) the Board approves the withdrawal or resignation of a Member or (ii) a Member Transfers all of such Member’s Membership Interests in accordance with the second sentence of this Section 2.4, notwithstanding any provision of the Delaware Act, the withdrawing, resigning or Transferring Member, as the case may be, shall not be entitled to any Distribution from NGR Management as a result thereof unless otherwise provided expressly in this Agreement or in an Equity Agreement.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign from the Company prior to the dissolution and winding up of the Company pursuant to ARTICLE XII. 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.
Withdrawal and Resignation of Members. 46 Section 9.01. Withdrawal and Resignation of Members 46 ARTICLE X DISSOLUTION AND LIQUIDATION 47 Section 10.01. Dissolution 47 Section 10.02. Liquidation and Termination 47 Section 10.03. Cancellation of Certificate 48 Section 10.04. Reasonable Time for Winding Up 48 Section 10.05. Return of Capital Only From Company Assets 49 Section 10.06. Termination of Agreement; Survival 49
Withdrawal and Resignation of Members. (a) No Member shall have the power or right to withdraw or otherwise resign from the Company prior to the dissolution of the Company pursuant to Article X, except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby. Upon (i) a direct Transfer or forfeiture of all of a Member’s Interest in a Transfer permitted by this Agreement or a forfeiture mandated by this Agreement and (ii) in the case of a direct Transfer permitted by this Agreement, the admission of such Transferee as a Member pursuant to Section 8.02, such Transferring Member or forfeiting Member shall cease to be a Member.
Withdrawal and Resignation of Members. No Member shall have the power or right to withdraw or otherwise resign from the Company prior to the dissolution and winding up of the Company pursuant to Article XI without the prior written consent of the Board and Sponsor (which consent may be withheld in the sole discretion of each of the Board or Sponsor), except as otherwise expressly permitted by this Agreement. Notwithstanding the foregoing, upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement and (if applicable) an Equity Agreement (and, if applicable, the Transferee becoming a Substitute Member with respect to such Units), subject to the provisions of Section 10.4, such Member shall automatically cease to be a Member without any further action on behalf of any Person and the Company shall cause the Unit Ownership Ledger to be amended and updated to reflect such withdrawal and resignation (and any related admission as a Substituted Member) (which amendment and update shall not be deemed an amendment of this Agreement for any other purpose). If either (i) the Board and Sponsor approve the withdrawal or resignation of a Member, or (ii) a Member Transfers all of such Member’s Units in accordance with the second sentence of this Section 3.4, notwithstanding any provision of the Delaware Act, the withdrawing, resigning or Transferring Member, as the case may be, shall not be entitled to any Distribution as a result thereof unless otherwise provided expressly herein or in an Equity Agreement between the Company and such Member. In the case of any Transfer by a Member of less than all of such Member’s Units, the Company shall reduce such Member’s Capital Account (and, other than with respect to Sponsor Equity as set forth herein, corresponding voting and other rights hereunder, if applicable) proportionately for all purposes hereunder effective as of the effective time of such Transfer.
