Sole Remaining Member Sample Clauses

Sole Remaining Member. Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interest of the other Members of the Company in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interest to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the Company as a limited liability company.
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Related to Sole Remaining Member

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Unit Member Any employee of the Board of Education who is a member of the unit, including substitutes and home and hospital teachers.

  • Date of Disaffiliation Should Local Church timely comply with all of its obligations, representations, and warranties as set forth in this Disaffiliation Agreement and the conditions in Section 2.1 above have been satisfied, Local Church’s disaffiliation from The United Methodist Church will be effective within sixty (60) days of the affirmative vote of the Annual Conference ratification required by Section 2.1 (b)(the “Disaffiliation Date”) or any such other date as the Parties may agree in writing. Such Disaffiliation Date must be subsequent to the Annual Conference’s ratification referenced in Section 2.1 (b) above.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • DISTRIBUTION OF DISSOCIATING MEMBERS INTEREST Upon determination of the dissociating Members’ interest value, the value will be a debt of the Company. The dissociating Member will only be able to demand payment of this debt at dissolution of the Company or by the following method:

  • Assuming Institution Portfolio Sales of Remaining Shared-Loss Loans The Assuming Institution shall have the right, with the consent of the Receiver, to liquidate for cash consideration, from time to time in one or more transactions, all or a portion of Shared-Loss Loans held by the Assuming Institution at any time prior to the Termination Date (“Portfolio Sales”). If the Assuming Institution exercises its option under this Section 4.1, it must give sixty

  • Disability of Member Upon the disability of a Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Unit Members Whenever used in this Agreement, the term “Employee” shall mean all classroom teachers (pre- K-12), counselors, librarians (and/or their successor job title and/or classification), psychologists, social workers, home and hospital teachers, department heads, master teachers, academic coaches, instructional associates, instructional support teachers, educational associates, speech/language speech-language pathologists, audiologists, occupational therapists, physical therapists, facilitators, consulting teachers, IEP Team Associates, pupil personnel worker, teacher – mentor, teacher – staff developer, and art, music and physical education resource teachers.

  • Bachelor’s Degree A four-year baccalaureate degree is recommended; however, applicants who complete a minimum of 90 semester or 135 quarter units of undergraduate study will qualify for admission. To be eligible to apply, the applicant must be on track to complete the required units through the summer term that precedes fall matriculation. Advanced Placement (AP) courses for the prerequisites will be accepted as long as the appropriate number of credit hours was received. These courses must appear on your official college transcript or in a letter from the registrar stating that the appropriate number of credit hours was verified by the program. SCCO Requirement Courses Credit Requirements Calculus MAT 351 3 semester units or 4 quarter units General Biology/Zoology (no lab required) BIO 181, 182 2 semesters (minimum of 6 semester units) or 3 quarters (minimum of 9 quarter units) General Microbiology/Bacteriology (lab required) BIO 205/205L 3 semester units or 4 quarter units General Physics (labs required) PHY 111/111L, 112/112L 2 semesters (minimum of 8 semester units) or 3 quarters (minimum of 12 quarter units) General Chemistry (labs required) CHM 113/113L, 115/115L 2 semesters (minimum of 8 semester units) or 3 quarters (minimum of 12 quarter units) Organic Chemistry (no lab required) CHM 231 3 semester units or 4 quarter units Psychology PSY 102 3 semester units or 4 quarter units English Composition or Literature ENG 105, 106 6 semester units or 8 quarter units Statistics MAT 274 3 semester units or 4 quarter units Human Anatomy* (no lab required) BIO 201 & 202 3 semester units or 4 quarter units Human Physiology* (no lab required) BIO 201 & 202 3 semester units or 4 quarter units Bio Chemistry (no lab required) CHM 360 3 semester units or 4 quarter units * Human Anatomy and Physiology lecture series may be completed one of two ways: • Combined Human A&P (6 semester units or 8 quarter units) • Separate Human Anatomy and Human Physiology (3 semester units or 4 quarter units each)

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