Purchase of Manager’s Interest Sample Clauses

Purchase of Manager’s Interest. Upon the removal of the Manager pursuant to Section 9.2 or resignation of the Manager pursuant to Section 10, the Manager shall be paid by the Company all fees that have been earned and all other compensation remaining to be paid under this Agreement.
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Purchase of Manager’s Interest. Upon a Manager withdrawing pursuant to Section 9.1, (i) the withdrawing Manager’s and any Affiliated Member’s Interest in the Distributions and allocations of Net Income and Net Loss set forth in this Agreement and (ii) its interest in its right to the earned but unpaid fees and other compensation remaining to be paid under this Agreement, shall be purchased by the Company for a purchase price equal to the Fair Market Value of the Manager’s and the Affiliated Member’s Interest determined according to the provisions of Section 9.4 plus any unpaid fees and compensation. The purchase price of such Interest shall be paid by the Company to the Manager and any Affiliated Member in cash within 30 days of the determination of the aggregate Fair Market Value.
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Purchase of Manager’s Interest. Upon the removal of the Manager pursuant to Section 9.2 or its withdrawal with the approval of a Majority Vote, (i) the removed Manager’s interest in the Distributions and allocations of Net Income and Net Loss set forth in this Agreement, (ii) its interest in its right to the earned but unpaid fees and other compensation remaining to be paid under this Agreement and (iii) the Manager’s or any Affiliate’s interest as a Member, shall be purchased by the Company for a purchase price equal to the aggregate fair market value of the Manager’s interest determined according to the provisions of Section 9.4; provided, however, that in the event the Manager is removed as a result of fraud, gross negligence or willful misconduct as determined by a final, non-appealable decision of a court of competent jurisdiction, the purchase price shall be reduced by any damages caused by any such fraud, gross negligence or willful misconduct. The purchase price of such interest shall be paid by the Company to the Manager in cash within 30 days of the determination of the aggregate fair market value.
Sample 1Sample 2See All (4)
Purchase of Manager’s Interest. Upon the removal of the Manager pursuant to Section 9.2 or its termination or its withdrawal without the approval by a Majority Vote of 75% of the Units, such Manager’s
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Purchase of Manager’s Interest. Upon the removal of a Manager pursuant to Section 9.2 or removal, (i) the removed Manager’s Interest in the Distributions and allocations of Net Income and Net Loss set forth in this Agreement and (ii) its interest in its right to the earned but unpaid fees and other compensation remaining to be paid under this Agreement, shall be purchased by the Company for a purchase price equal to the Fair Market Value of the Manager’s Interest determined according to the provisions of Section 9.4 plus any unpaid fees and compensation. The purchase price of the Manager’s Interest shall be paid by the Company to the Manager in cash within 30 days of the determination of the aggregate Fair Market Value;
Sample 1
Purchase of Manager’s Interest. Upon the removal of the Manager pursuant to Section 8.2 or its termination, resignation or withdrawal, such Manager's (i) interest in the Distributions and allocations of Net Income and Net Loss set forth in this Agreement and (ii) its interest in its right to the earned but unpaid fees and other compensation remaining to be paid under this Agreement, shall be purchased by the Company for a purchase price equal to the aggregate fair market value of the Manager's interest determined according to the provisions of Section 8.4. The purchase price of such interest shall be paid by the Company to the Manager in cash within 60 days of the determination of the fair market value.
Sample 1

Related to Purchase of Manager’s Interest

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Assignment of Member’s Interest The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s Units. If the member transfers all of its Units, the transferee of such Units shall automatically become a substitute Member in the place of the Member. The Board shall amend Exhibit A from time to time to reflect transfers made in accordance with this Section 14.2.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

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