Common use of Termination of Membership Clause in Contracts

Termination of Membership. The Member’s interest in the LLC shall cease upon the occurrence of one or more of the following events: The Member dies; The Member decides to give notice of withdrawal to the LLC thirty days (30) in advance of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage their person or their estate; In the case of an estate that is a Member, the distribution by the fiduciary of the estate’s entire interest in the LLC; If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties, and said appointment is not vacated or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of their properties; or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.

Appears in 18 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

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Termination of Membership. The Member’s interest in Member Firm may withdraw from the LLC shall cease upon Group by delivering a written resignation to the occurrence of one or more President and the Executive Director of the following events: Group as set out in Section 9.1. Any Member Firm that merges, consolidates or otherwise integrates with a competing association or non Member accounting firm is immediately deemed to have withdrawn from the Group, and shall provide written confirmation of same within a reasonable time thereafter. The Member dies; The Member decides Firm withdrawing, or having been deemed to give notice of withdrawal have withdrawn, from the Group shall be responsible to the LLC thirty days (30) in advance pay its share of the withdrawal date. There is no breach of Agreement when a Member decides to withdraw in this fashion; A Member assigns all of their interest to a qualified third party; There is an entry of an order by a court of competent jurisdiction adjudicating annual membership fees for the Member incompetent to manage their person or their estate; In the case of an estate that is a Member, the distribution by the fiduciary balance of the estatefiscal period during which said withdrawing member retires, together with a withdrawal fee equal to said member’s entire interest in actual annual membership fee for the LLC; If within one hundred twenty (120) days after fiscal period next following the commencement of any action against a Member seeking reorganization, readjustment, composition, readjustment, liquidation, arrangement, dissolution, or similar relief under any statue, law, or regulation, and the action has not been dismissed and/or has not been consented to by the Member; If within ninety days (90) after the appointment, without the Member’s consent or acquiescence, of a trustee, receiver, or liquidator effective date of the Member or of all or any substantial part Firms withdrawal (the ‘withdrawal amounts’). Additionally, the withdrawing Member Firm relinquishes the capital contribution paid to DFK Canada upon the Member Firms admittance to the Group. The license granted herein shall terminate immediately upon termination of the Member’s propertiesAgreement as set out in Section 9.1. Together with the aforementioned capital contribution to be relinquished, the withdrawal amounts shall be payable to the Group on or before the effective date as set out in Section 9.1. Upon termination of this license, the Member Firm shall destroy all materials in its possession or control bearing the DFK Name, and said appointment is not vacated shall immediately remove the DFK Name from any and all correspondence, stationery, business cards, advertisements, signs and the like within the possession or within ninety days (90) after the expiration of any stay, the appointment is not vacated and/or has not been consented to by the Member; The Member, without consent: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated as bankrupt or insolvent; (4) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of the nature described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator control of the Member or Firm. Upon written request by the Board, the Member Firm will notify third parties of all the termination of this Agreement in writing, in a form and manner approved by the Board. Any written notice which states, "As of [Date] [Member Firm’s name] ceased its affiliation with DFK Canada Inc." shall be deemed approved, so long as the notice contains no further statement regarding the Group or any substantial part of their properties; Member Firm. The obligations imposed herein upon a withdrawing Member Firm must be satisfied in full even if the Member Firm fails to provide notice or (7) if any creditor permitted by law to do so should commence foreclosure or take any other action to seize or sell any Member’s interest in the LLC; and Any confirmation of the events provided in applicable code provisions that are not inconsistent with Member Firms withdrawal from the dissociation events identified aboveGroup as required by Section 4.7 and Section 9.1 of this agreement.

Appears in 1 contract

Samples: Membership Agreement

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