Common use of Withdrawal and Resignation Termination of Rights Clause in Contracts

Withdrawal and Resignation Termination of Rights. 48 Section 13.01 Withdrawal and Resignation of Members 48 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 Section 14.01 Dissolution 49 Section 14.02 Winding up 49 Section 14.03 Deferment; Distribution in Kind 50 Section 14.04 Cancellation of Certificate 50 Section 14.05 Reasonable Time for Winding Up 50 Section 14.06 Return of Capital 51 ARTICLE XV GENERAL PROVISIONS 51 Section 15.01 Power of Attorney 51 Section 15.02 Confidentiality 51 Section 15.03 Amendments 52 Section 15.04 Title to Company Assets 53 Section 15.05 Addresses and Notices 53 Section 15.06 Binding Effect; Intended Beneficiaries 54 Section 15.07 Creditors 54 Section 15.08 Waiver 54 Section 15.09 Counterparts 54 Section 15.10 Applicable Law 54 Section 15.11 Severability 55 Section 15.12 Further Action 55 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 Section 15.14 Right of Offset 55 Section 15.15 Entire Agreement 55 Section 15.16 Remedies 56 Section 15.17 Descriptive Headings; Interpretation 56 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORK, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology Network, LLC, a Delaware limited liability company (the “Company”), dated as of [___], 2022 (the “Effective Date”), is entered into by and among the Company, [American Oncology Network, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

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Withdrawal and Resignation Termination of Rights. 48 53 Section 13.01 Withdrawal and Resignation of Members 48 53 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 54 Section 14.01 Dissolution 49 54 Section 14.02 Winding up 49 54 Section 14.03 Deferment; Distribution in Kind 50 55 Section 14.04 Cancellation of Certificate 50 55 Section 14.05 Reasonable Time for Winding Up 50 55 Section 14.06 Return of Capital 51 55 ARTICLE XV GENERAL PROVISIONS 51 56 Section 15.01 Power of Attorney 51 56 Section 15.02 Confidentiality 51 56 Section 15.03 Amendments 52 57 Section 15.04 Title to Company Assets 53 58 Section 15.05 Addresses and Notices 53 58 Section 15.06 Binding Effect; Intended Beneficiaries 54 59 Section 15.07 Creditors 54 59 Section 15.08 Waiver 54 59 Section 15.09 Counterparts 54 59 Section 15.10 Applicable Law 54 59 Section 15.11 Severability 55 60 Section 15.12 Further Action 55 60 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 60 Section 15.14 Right of Offset 55 60 Section 15.15 Entire Agreement 55 60 Section 15.16 Remedies 56 61 Section 15.17 Descriptive Headings; Interpretation 56 61 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORK, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology Network, LLC, a Delaware limited liability company (the “Company”), dated as of [___], 2022 [____] (the “Effective Date”), is entered into by and among the Company, [American Oncology Network, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Withdrawal and Resignation Termination of Rights. 48 40 Section 13.01 Withdrawal and Resignation of Members 48 40 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 40 Section 14.01 Dissolution 49 40 Section 14.02 Winding up 49 41 Section 14.03 Deferment; Distribution in Kind 50 42 Section 14.04 Cancellation of Certificate 50 42 Section 14.05 Reasonable Time for Winding Up 50 42 Section 14.06 Return of Capital 51 43 ARTICLE XV GENERAL PROVISIONS 51 43 Section 15.01 Power of Attorney 51 43 Section 15.02 Confidentiality 51 43 Section 15.03 Amendments 52 44 Section 15.04 Title to Company Assets 53 45 Section 15.05 Addresses and Notices 53 45 Section 15.06 Binding Effect; Intended Beneficiaries 54 46 Section 15.07 Creditors 54 46 Section 15.08 Waiver 54 47 Section 15.09 Counterparts 54 47 Section 15.10 Applicable Law 54 47 Section 15.11 Severability 55 47 Section 15.12 Further Action 55 47 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 47 Section 15.14 Right of Offset 55 48 Section 15.15 Entire Agreement 55 48 Section 15.16 Remedies 56 48 Section 15.17 Descriptive Headings; Interpretation 56 48 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORKRXXX SPECIALTY GROUP, LLC THIRD SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology NetworkRxxx Specialty Group, LLC, a Delaware limited liability company (the “Company”), dated as of [___]September 30, 2022 2021 (the “Effective Date”), is entered into by and among the Company, [American Oncology NetworkRxxx Specialty Group Holdings, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)

Withdrawal and Resignation Termination of Rights. 48 57 Section 13.01 Withdrawal and Resignation of Members 48 57 ARTICLE XIV XIV. DISSOLUTION AND LIQUIDATION 49 58 Section 14.01 Dissolution 49 58 Section 14.02 Winding up 49 Liquidation and Termination 58 Section 14.03 Deferment; Distribution in Kind 50 59 Section 14.04 Cancellation of Certificate 50 59 Section 14.05 Reasonable Time for Winding Up 50 59 Section 14.06 Return of Capital 51 60 ARTICLE XV XV. VALUATION 60 Section 15.01 Determination 60 Section 15.02 Dispute Resolution 60 ARTICLE XVI. GENERAL PROVISIONS 51 60 Section 15.01 16.01 Power of Attorney 51 60 Section 15.02 16.02 Confidentiality 51 61 Section 15.03 16.03 Amendments 52 63 Section 15.04 16.04 Title to Company Assets 53 64 Section 15.05 16.05 Addresses and Notices 53 64 Section 15.06 16.06 Binding Effect; Effect; Intended Beneficiaries 54 65 Section 15.07 16.07 Creditors 54 65 Section 15.08 16.08 Waiver 54 65 Section 15.09 16.09 Counterparts 54 65 Section 15.10 16.10 Applicable Law 54 Law; Jurisdiction; Court Proceedings; Waiver of Jury Trial 66 Section 15.11 16.11 Severability 55 66 Section 15.12 16.12 Further Action 55 66 Section 15.13 Execution and 16.13 Conflict 66 Section 16.14 Delivery by Electronic Signature and Electronic Transmission 55 67 Section 15.14 16.15 Right of Offset 55 67 Section 15.15 16.16 Entire Agreement 55 67 Section 15.16 16.17 Remedies 56 67 Section 15.17 16.18 Bank Member Representative 67 Section 16.19 Descriptive Headings; Headings; Interpretation 56 Schedules Schedule 1 - Schedule 68 Annexures Annex I – List of Pre-Business Combination Bank Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers A – Schedule of Members (immediately prior to the Effective Time) Schedule B – Schedule of Members (after giving effect to the Recapitalization) Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 B – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORK, Redemption Notice TRADEWEB MARKETS LLC THIRD FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) ), dated as of American Oncology Network[__], 2019, is entered into by and among Tradeweb Markets LLC, a Delaware limited liability company (the “Company”), dated as of [___], 2022 (the “Effective Date”), is entered into by and among the Company, [American Oncology Network, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other its Members (as defined herein).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Tradeweb Markets Inc.)

Withdrawal and Resignation Termination of Rights. 48 55 Section 13.01 Withdrawal and Resignation of Members 48 55 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 55 Section 14.01 Dissolution 49 55 Section 14.02 Winding up 49 56 Section 14.03 Deferment; Distribution in Kind 50 57 Section 14.04 Cancellation of Certificate 50 57 Section 14.05 Reasonable Time for Winding Up 50 57 Section 14.06 Return of Capital 51 57 ARTICLE XV GENERAL PROVISIONS 51 58 Section 15.01 Power of Attorney 51 58 Section 15.02 Confidentiality 51 58 Section 15.03 Amendments 52 59 Section 15.04 Title to Company Assets 53 60 Section 15.05 Addresses and Notices 53 60 Section 15.06 Binding Effect; Intended Beneficiaries 54 61 Section 15.07 Creditors 54 61 Section 15.08 Waiver 54 61 Section 15.09 Counterparts 54 62 Section 15.10 Applicable Law 54 62 Section 15.11 Severability 55 62 Section 15.12 Further Action 55 62 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 62 Section 15.14 Right of Offset 55 63 Section 15.15 Entire Agreement 55 63 Section 15.16 Remedies 56 63 Section 15.17 Descriptive Headings; Interpretation 56 63 Section 15.18 Holding Company 64 Section 15.19 Voting of Units in Xxxx LLC 64 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule – Officers as of Members Schedule 3 - Initial Officers the Effective Date Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORKiii NEW XXXX SPECIALTY, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology NetworkNew Xxxx Specialty, LLC, a Delaware limited liability company (the “Company”), dated as of [___]July 5, 2022 2023 (the “Effective Date”), is entered into by and among the Company, [American Oncology NetworkXxxx Specialty Holdings, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)

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Withdrawal and Resignation Termination of Rights. 48 55 Section 13.01 Withdrawal and Resignation of Members 48 55 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 55 Section 14.01 Dissolution 49 55 Section 14.02 Winding up 49 56 Section 14.03 Deferment; Distribution in Kind 50 57 Section 14.04 Cancellation of Certificate 50 57 Section 14.05 Reasonable Time for Winding Up 50 57 Section 14.06 Return of Capital 51 57 ARTICLE XV GENERAL PROVISIONS 51 58 Section 15.01 Power of Attorney 51 58 Section 15.02 Confidentiality 51 58 Section 15.03 Amendments 52 59 Section 15.04 Title to Company Assets 53 60 Section 15.05 Addresses and Notices 53 60 Section 15.06 Binding Effect; Intended Beneficiaries 54 61 Section 15.07 Creditors 54 61 Section 15.08 Waiver 54 61 Section 15.09 Counterparts 54 62 Section 15.10 Applicable Law 54 62 Section 15.11 Severability 55 62 Section 15.12 Further Action 55 62 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 62 Section 15.14 Right of Offset 55 63 Section 15.15 Entire Agreement 55 63 Section 15.16 Remedies 56 63 Section 15.17 Descriptive Headings; Interpretation 56 63 Section 15.18 Holding Company 64 Section 15.19 Voting of Units in Xxxx LLC 64 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule – Officers as of Members Schedule 3 - Initial Officers the Effective Date Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORKiii NEW XXXX SPECIALTY, LLC THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology NetworkNew Xxxx Specialty, LLC, a Delaware limited liability company (the “Company”), dated as of [___]November 8, 2022 (the “Effective Date”), is entered into by and among the Company, [American Oncology NetworkXxxx Specialty Holdings, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)

Withdrawal and Resignation Termination of Rights. 48 53 Section 13.01 Withdrawal and Resignation of Members 48 53 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 54 Section 14.01 Dissolution 49 54 Section 14.02 Winding up 49 54 Section 14.03 Deferment; Distribution in Kind 50 55 Section 14.04 Cancellation of Certificate 50 55 Section 14.05 Reasonable Time for Winding Up 50 56 Section 14.06 Return of Capital 51 56 ARTICLE XV GENERAL PROVISIONS 51 56 Section 15.01 Power of Attorney 51 56 Section 15.02 Confidentiality 51 57 Section 15.03 Amendments 52 57 Section 15.04 Title to Company Assets 53 58 Section 15.05 Addresses and Notices 53 58 Section 15.06 Binding Effect; Intended Beneficiaries 54 59 Section 15.07 Creditors 54 59 Section 15.08 Waiver 54 59 Section 15.09 Counterparts 54 60 Section 15.10 Applicable Law 54 60 Section 15.11 Severability 55 60 Section 15.12 Further Action 55 60 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 60 Section 15.14 Right of Offset 55 61 Section 15.15 Entire Agreement 55 61 Section 15.16 Remedies 56 61 Section 15.17 Descriptive Headings; Interpretation 56 61 Schedules Schedule 1 - Schedule of Pre-Business Combination Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORK, LLC THIRD FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology Network, LLC, a Delaware limited liability company (the “Company”), dated as of [___]September 20, 2022 2023 (the “Effective Date”), is entered into adopted and made by and among the Company, [American Oncology Network, Inc.], a Delaware corporation (the “Corporation”), as and the managing member of the Company, and each of the other Members (as defined herein), whose adoption is effective following the amendment and restatement of the Third Amended and Restated Limited Liability Company Agreement (as defined herein) by the requisite Members, as further specified in the Recitals.

Appears in 1 contract

Samples: Limited Liability Company Agreement (American Oncology Network, Inc.)

Withdrawal and Resignation Termination of Rights. 48 54 Section 13.01 Withdrawal and Resignation of Members 48 54 ARTICLE XIV DISSOLUTION AND LIQUIDATION 49 54 Section 14.01 Dissolution 49 54 Section 14.02 Winding up 49 55 Section 14.03 Deferment; Distribution in Kind 50 55 Section 14.04 Cancellation of Certificate 50 56 Section 14.05 Reasonable Time for Winding Up 50 56 Section 14.06 Return of Capital 51 56 ARTICLE XV GENERAL PROVISIONS 51 56 Section 15.01 Power of Attorney 51 56 Section 15.02 Confidentiality 51 57 Section 15.03 Amendments 52 58 Section 15.04 Title to Company Assets 53 59 Section 15.05 Addresses and Notices 53 59 Section 15.06 Binding Effect; Intended Beneficiaries 54 60 Section 15.07 Creditors 54 60 Section 15.08 Waiver 54 60 Section 15.09 Counterparts 54 60 Section 15.10 Applicable Law 54 60 Section 15.11 Severability 55 61 Section 15.12 Further Action 55 61 Section 15.13 Execution and Delivery by Electronic Signature and Electronic Transmission 55 61 Section 15.14 Right of Offset 55 61 Section 15.15 Entire Agreement 55 61 Section 15.16 Remedies 56 61 Section 15.17 Descriptive Headings; Interpretation 56 62 Section 15.18 Formation of Management Holdings 62 Schedules Schedule 1 - Schedule of Pre-Business Combination IPO Members Schedule 2 - Schedule of Members Schedule 3 - Initial Officers Exhibits Exhibit A – Form of Joinder Agreement Exhibit B-1 – Form of Agreement and Consent of Spouse Exhibit B-2 – Form of Spouse’s Confirmation of Separate Property AMERICAN ONCOLOGY NETWORKXXXX SPECIALTY GROUP, LLC THIRD SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This THIRD SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Oncology NetworkXxxx Specialty Group, LLC, a Delaware limited liability company (the “Company”), dated as of [___], 2022 2021 (the “Effective Date”), is entered into by and among the Company, [American Oncology NetworkXxxx Specialty Group Holdings, Inc.], a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)

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