Resignation of Members Clause Samples

Resignation of Members. A Member may not resign from the Company prior to the dissolution and winding up of the Company.

Resignation of Members. So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied. If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement. Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.

Resignation of Members. Except as otherwise specifically permitted in this Agreement, a Member may not resign or withdraw from the Company unless unanimously agreed to in writing by all other Members or in connection with the Transfer of all of such Member’s Units in accordance with the provisions of Article 10. The Managing Member shall reflect any such resignation or withdrawal by amending the Schedule of Members maintained pursuant to Section 3.1(c), dated as of the date of such resignation or withdrawal, and the resigning or withdrawing Member (or such Member’s successors-in-interest) shall have none of the powers of a Member hereunder and shall only have such rights of an assignee of a limited liability company interest under the Act as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. The remaining Members may, in their sole discretion, cause the Company to distribute to the resigning or withdrawing Member the balance in its Capital Account on the date of such resignation or withdrawal. Upon the distribution to the resigning or withdrawing Member of the balance in his Capital Account, the resigning or withdrawing Member shall have no further rights with respect to the Company. Any Member resigning or withdrawing in contravention of this Section 11.1 shall indemnify, defend and hold harmless the Company, the Managing Member and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any such other Member arising out of or resulting from such resignation or withdrawal.

Resignation of Members. A Member may not withdraw from the Company except on the unanimous consent of the remaining Members. The terms of the Members withdrawal shall be determined by agreement between the remaining Members and the withdrawing Member.

Resignation of Members. A Member may resign from the Company at any time upon not less than six (6) months prior written notice to the Company at its principal office as set forth in Section 2.1 and to each Member and each Manager at each Member’s and Manager’s address as set forth on the records of the Company. Except as otherwise provided in the Act, upon resignation, a resigning Member is entitled to receive any distribution to which he or she is entitled under this Agreement as of the time of his or her resignation. A resigning Member shall not, however, be entitled to a return of his or her Capital Account (as defined in Section 4.4) or to payment for the value of his or her Ownership Interest except in accordance with Article IX hereof.

Resignation of Members. (a) No Member may resign from the Company or otherwise cease to be a Member except upon the following events: (i) receipt by the Company of a notice of such Member’s resignation from the Company; (ii) a Transfer of all of the Member’s Membership Interest in a Permitted Transfer; or (iii) removal of the Member as a Member as provided in this Agreement. (b) A Member shall be deemed to have resigned from the Company upon the following events: (i) an event specified in Section 13.1(a); (ii) an event specified in Section 18-304 of the Act (relating to bankruptcy or insolvency proceedings with respect to a Member); (iii) if a Member is an individual, the Member’s death, the appointment of a guardian or general conservator for the Member, or a judicial determination that the Member is incapable of performing the Member’s duties under this Agreement; or (iv) if the Member is an entity, an event causing the termination of the Member’s existence or suspension of the Member’s right to do business. A resignation pursuant to paragraph (iii) is not a violation of Section 13.1(a) provided the estate or personal representative other authorized person provides notice of the deemed resignation within 90 days after the event giving rise to the deemed resignation. (c) If a Member ceases to be a Member in violation of Section 13.1(a), the Company may recover damages from the former Member for breach of this Agreement.

Resignation of Members. Except as otherwise specifically permitted in this Agreement, a Member may not resign or withdraw from the Company unless unanimously agreed to in writing by all other Members. The Managing Member shall reflect any such resignation or withdrawal by amending the Schedule of Members maintained pursuant to Section 3.1(b), dated as of the date of such resignation or withdrawal, and the resigning or withdrawing Member (or such Member’s successors-in-interest) shall have none of the powers of a Member hereunder and shall only have such rights of an assignee of a limited liability company interest under the Act as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. The remaining Members may, in their sole discretion, cause the Company to distribute to the resigning or withdrawing Member the balance in its Capital Account on the date of such resignation or withdrawal. Upon the distribution to the resigning or withdrawing Member of the balance in his Capital Account, the resigning or withdrawing Member shall have no further rights with respect to the Company. Any Member resigning or withdrawing in contravention of this Section 12.1 shall indemnify, defend and hold harmless the Company, the Managing Member and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any such other Member arising out of or resulting from such resignation or withdrawal.

Resignation of Members. Any Member may resign and terminate its continued membership in the Company at its own absolute discretion.

Resignation of Members. Subject to all of the requirements of applicable gaming and other law, a Member may not resign from the Company as a Member before the dissolution and winding up of the Company in accordance with the terms and provisions of ARTICLE XVII of this Operating Agreement, except upon the transfer of a Member’s entire Membership Interest to a Transferee in accordance with the terms and provisions of ARTICLE XIV in connection with which transfer such Transferee is admitted as a Member with respect to the entire Membership Interest so transferred, upon which event, the resignation of such Member shall be deemed to have occurred automatically.