Disability of a Member Sample Clauses

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Disability of a Member. 15.1 The disability of a Member shall not result in the dissolution of the Company. A Managing Member who becomes disabled (i.e. unable to carry on his or her duties as Manager due to a medically diagnosed illness or condition) shall be replaced by majority vote in interest of the remaining Members. Alternatively, the position of the disabled Managing Member may be left vacant if so determined by majority vote in interest of the remaining Members.
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Disability of a Member. (1) In the event of a disability of a member (as defined below), the member (“Affected Member”) will be deemed to have granted the Company and the other members an option to purchase the disabled member’s interest for the value as determined in Article 8.2 of this Agreement, as of the date of disability. Notice of the disability determination will be given to the disabled member as provided in Article 11 of this Agreement. In the event the other members or the Company do not elect to acquire the disabled member’s interest, the Affected Member will, as of the date of disability, (1) automatically cease to be a member (as that term is used in this Agreement and under the Act), and (2) have only the rights of an assignee in accordance with the Act. (2) A member will have a “Disability” if the member has a physical and/or mental condition which prevents him or her from effectively and actively carrying out his or her duties and obligations under this Agreement. A member will be deemed to have a Disability if the Affected Member and other members collectively holding more than that he or she has a Disability. fifty percent ( 50% ) ownership interests in the Company agree (3) In the absence of such an agreement, a member may notify another member that they believe the Affected Member to have a Disability. Within thirty (30) days of the notice, a board of three (3) qualified physicians (by a majority vote) will determine whether or not in their opinion the Affected Member has a disability. The determination will be made in writing and delivered to the Company and the Affected Member. three (3) qualified physicians will be selected in the following manner: The Affected Member and the other members collectively holding more than fifty _ percent ( 50% _) ownership interest in the Company will each select one physician within _ten (10) days after the receipt of the notice, and the two physicians selected will select a third physician. If the Affected Member fails to select a physician within ten (10) business days after notice is given, the other members will select a physician. If the other members fail to select a physician within ten (10) _ business days after notice is given, the Affected Member will select a physician. If the two physicians selected fail to agree on a third physician within ten (10) days, then a Judge of the city or county court of the jurisdiction where the Company’s primary office is located will select a third physician. The Affected Member a...
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Disability of a Member. Upon the Disability of a Member, the Disabled Member shall immediately cease to act as a Member and his right to participate in the management of the Company (whether as Member or Manager) shall immediately terminate; provided, however, that such termination shall not affect any rights or liabilities of the Disabled Member which matured prior to his Disability. The Disabled Member or his Personal Representative shall sell and the Company shall purchase, the Disabled Member's Membership Interest in the same manner and under the same terms as specified in Section 8.3 of this Agreement except that the balance of the Purchase Price shall become immediately due and payable upon consummation by the Company of any merger or consolidation, or upon the sale, lease, exchange or other disposition of all or substantially all of the Membership Interests or assets of the Company. Neither a Disabled Member nor his Personal Representative shall have a right to either terminate or dissolve the Company or to partition any Property of the Company.
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Disability of a Member. Upon the disability of an Individual Member, where such Individual Member shall be unable, by reason of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform such Member’s essential job functions for the Company for a period exceeding one hundred eighty (180) days, the Company shall be obligated to purchase, and the disabled Member or his legal representative shall be obligated to sell, all Membership Shares of such disabled Member for the Purchase Price (as defined below), payable as set forth in Section 7.6.
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Disability of a Member. The Firm does not provide disability insurance for its Members and it is anticipated that each Member will obtain such insurance protection as the Members sees fit. If a Member becomes disabled, the disabled Member will receive an amount equal to the Member's normal Profit allocation and Cash Flow distributions for a period of nine (9) months from the date such Member becomes disabled (the "Disability Date"). If after a period of nine (9) months from the Disability Date, the Member is unable to resume his or her normal duties for the Firm, the Member shall be deemed to have voluntarily withdrawn from the Firm and will be entitled to the distributions set forth in Section 7.4 of this Agreement. After the Disability Date, the Member will not be entitled to vote the Member's interest in any matter nor shall his interest be counted in the computation of a quorum or in the total interests entitled to vote on any matter until the Member resumes his normal duties for the Firm. For purposes of this Agreement, a Member will be disabled if he is incapable of rendering his normal duties for the Firm; provided, however, such impairment must be certified by a competent physician as provided herein or by a judicial determination, and it must be shown that such impairment has continued or will continue for a period of not less than six (6) months. A determination of disability shall be made at the request of the Member who is or may be disabled or the other Members if such other Members reasonably believe that the Member is disabled. The Members hereby consent to undergo the examination and testing reasonably necessary for the determination of disability. Each Member also hereby waives any applicable physician-patient privilege for purposes of such examination and testing and disclosure of the results therefrom to the Firm and the other Members. Upon the request of any Member, the Member believed to be disabled, on the one hand, and the other Members, on the other hand, shall each choose a physician who is board certified in the specialty or subspecialty of medicine appropriate to treat the presumed disability. The two physicians, in turn, shall select a third physician who is board certified in the relevant specialty, and the determination of disability by such physician shall be conclusive. The disability shall be deemed to begin on the date determined by the physician.
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Disability of a Member. (a) Upon the Disability of a Member (as defined in Section 22(e)(3) of the Code) the Manager shall have the right, within one hundred twenty (120) days after the date of the occurrence of the Disability of the Member to designate a Transferee to whom the disabled Member must sell the Membership Interest owned by such deceased Member or, if such disabled Member is not able to comprehend the nature of such a transfer, his or her spouse, if any, or his or her guardian or conservator, if such be appointed, must sell the Membership Interest owned by such disabled Member to the designated Transferee. The Manager shall deliver notice to the disabled Member, or his or her spouse, guardian or conservator, of its designation of the Transferee. Upon the receipt of such notice, the disabled Member or his or her spouse, guardian or conservator shall, within ninety (90) days after receiving said notice, sell the Membership Interest of the disabled Member to the designated Transferee upon receipt of payment of the purchase price for the Interest as defined in Section 7.08 below. (b) Upon the purchase of the Membership Interest of the disabled Member, the Transferee shall immediately become a Member of the Company with all of the voting rights, rights in distributions (liquidating or otherwise) and allocation of profits, losses, gains, deductions and credits of the Company.
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Disability of a Member. (a) Upon the occurrence of a Disability Event, the trustee, personal representative, executor, administrator, guardian, conservator or legal representative of the Disabled Member may exercise all of his rights for the purpose of settling his estate or administering his property, including any power the Disabled Member had to assign his Membership Interest to an assignee. (b) The estate of the Disabled Member shall nevertheless continue to be liable for all his obligations as a Member.
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Disability of a Member. Upon the dissolution, retirement, withdrawal, bankruptcy or termination of a Member or the making by a Member of an assignment for the benefit of creditors or any other event which terminates the continued membership of a Member in the Company (each of the foregoing being herein called a "Disabling Event"), the Company shall be dissolved; unless within ninety (90) days after the occurrence of a Disabling Event with respect to any Member, all of the surviving Members consent to continue the business of the Company pursuant to Section 9.5 of this Agreement and to the admission of one or more Members as necessary and the appointment of one or more Managers as necessary.
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Related to Disability of a Member

  • 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.

  • Disability of Optionee If the Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, this Option may be exercised for a period of twelve (12) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Disability of Executive The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than one hundred twenty 120 consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

  • Termination by Disability In the event the employment of the Optionee is terminated by reason of Disability, the Option shall become immediately and fully exercisable as of the date the Committee determines the Optionee terminated for Disability and shall remain exercisable at any time prior to the end of the Exercise Term, or for one (1) year after the date of termination, whichever period is shorter.

  • Total Disability During a period of total disability an employee must be under the regular and personal care of a legally qualified doctor of medicine. (a) Total disability, as used in this Plan, means the complete inability because of an accident or sickness of a covered employee to perform all the duties of his/her own occupation for the first two (2) years of disability. Thereafter, employees able by reason of education, training or experience to perform the duties of a gainful occupation for which the rate of pay is not less than seventy-five percent (75%) of the current rate of pay of their regular occupation at date of disability will not be considered totally disabled and will therefore not be eligible for benefits under this Long Term Disability Plan. (b) Total disabilities resulting from mental or nervous disorders are covered by the Plan in the same manner as total disabilities resulting from accidents or other sicknesses, except that an employee who is totally disabled as a result of a mental or nervous disorder and who has received twenty-four (24) months of Long Term Disability Plan benefit payments must be confined to a hospital or mental institution or where they are at home, under the direct care and supervision of a medical doctor, in order to continue to be eligible for benefit payments. (1) If an employee becomes totally disabled and during this period of total disability engages in rehabilitative employment, the regular monthly benefit from this plan will be reduced by twenty-five percent (25%) of the employee's earnings from such rehabilitative employment. In the event that income from rehabilitative employment and the benefit paid under this Plan exceed eighty-five percent (85%) of the employee's earnings at date of disability, the benefit from this Plan will be further reduced by the excess amount.