Transfer Upon Death of Individual Member Sample Clauses

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Transfer Upon Death of Individual Member. Provided that, in accordance with subparagraph (d) of Section 17.1 of this Operating Agreement, such event does not cause the Company to be dissolved, and subject to the terms and provisions of Section 14.2 and Section 14.5 of this Operating Agreement, within a period beginning with the death of any individual Member (a “Decedent Individual Member”) and ending ONE HUNDRED EIGHTY (180) days after the qualification of the Decedent Individual Member’s executor or administrator, the Company shall have the right and option, but no obligation, to purchase all, and only all, of the Decedent Individual Member’s Membership Interest for the purchase price determined under Section 14.8 of this Operating Agreement and, subject to the remaining terms and provisions of this Section 14.6, under the terms and provisions of Section 14.9 of this Operating Agreement; provided, however, that such option and right to purchase of the Company shall be NULL and VOID if the sale to the Company of the Membership Interest of the Decedent Individual Member would result in the Company having only ONE (1) Member. Whether or not the Company shall exercise such option and right to purchase shall be determined by the vote or written consent of the Members holding more than FIFTY PERCENT (50%) of the outstanding Membership Voting Interests, excluding the outstanding Membership Voting Interests held by the Decedent Individual Member. Within FIVE (5) days after the Company’s failure or election not to exercise the Company’s option and right to purchase provided by this Section 14.6 (for any reason, including that such right and option is NULL and VOID under the immediately-preceding paragraph hereof), the Board of Managers shall forward to each of the Members a notice of the Decedent Individual Member’s death together with a statement that the Company has failed or elected not to exercise the Company’s option and right to purchase (such statement of the Company, for the purposes of this Section 14.6, the “Company’s Statement”), who collectively and individually then shall have the right and option, but no obligation, to purchase all, and only all, of the Decedent Individual Member’s Membership Interest for the purchase price determined under Section 14.8 of this Operating Agreement and under the terms and provisions of Section 14.9 of this Operating Agreement. Any Member desiring to acquire all or a portion of the Membership Interest of the Decedent Individual Member shall deliver to the Boa...
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Related to Transfer Upon Death of Individual Member

  • Death of Member Upon the death of the Member, the Company shall be dissolved. By separate written documentation, the Member shall designate and appoint the individual who will wind down the Company’s business and transfer or distribute the Member's Interests and Capital Account as designated by the Member or as may otherwise be required by law.

  • Upon Death In the event of the Executive's death during the term hereof, the Executive's employment hereunder shall immediately and automatically terminate.

  • Release upon Death (1) If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative. (2) Prior to delivery the Escrow Agent must receive: (a) a certified copy of the death certificate; and (b) any evidence of the legal representative’s status that the Escrow Agent may reasonably require.

  • DEATH OF BENEFICIARY Unless otherwise provided in the Beneficiary designation, if any Beneficiary dies before the Owner, that Beneficiary's interest will go to any other primary Beneficiaries named, according to their respective interests. If there are no primary Beneficiaries, the Beneficiaries' interest will pass to a contingent Beneficiary, if any. Prior to the Annuity Commencement Date, if no Beneficiary or contingent Beneficiary survives the Owner, the Death Benefits will be paid to the Owner's estate. Unless otherwise provided in the Beneficiary designation, once a Beneficiary is receiving Death Benefits or annuity payments under an Annuity Payment Option, the Beneficiary may name his or her own Beneficiary to receive any remaining benefits due under the Contract, should the original Beneficiary die prior to receipt of all benefits. If no Beneficiary is named or the named Beneficiary predeceases the original Beneficiary, any remaining benefits will continue to the original Beneficiary's estate. A Beneficiary designation must be made by Notice to LNY.

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.