Distribution Upon Withdrawal. No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.
Distribution Upon Withdrawal. Upon withdrawal, any withdrawing Member shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair market value of its Membership Interest.
Distribution Upon Withdrawal. No Member shall be entitled to any distribution or payment with respect to its Membership Units upon the resignation or withdrawal of such Member.
Distribution Upon Withdrawal. If the Termination Date occurs within three years following the date on which the Member became a Member of the Company, the Member shall not be entitled to receive any payment or distribution in connection with the cancellation of the Member’s Shares. If the Termination Date occurs on or after three years from the date on which the Member became a Member, the Member shall be entitled to receive a distribution equal to the lesser of (1) the Member’ Capital Contribution or (2) the result obtained when the Value of the Company, as defined in the following sentence, is multiplied by a fraction, the numerator of which is the number of Shares of the Company held by the Member and the denominator of which is the total number of Shares of the Company held by all Members as of the Termination Date. The “Value of the Company” shall be equal to the book value of the Company determined as of the last day of the fiscal year of the Company in which the Termination Date falls in accordance with accounting principles generally accepted in the United States of America.
Distribution Upon Withdrawal. 37 Article VI MANAGEMENT...................................................................... 37 Section 6.1 The Managing Member; Fiduciary Duties.......................... 37
Distribution Upon Withdrawal. Upon withdrawal by the Controlling Member from the Company, the Controlling Member shall be entitled to a distribution of the Eligible Investments or the proceeds thereof, net of any expenses relating to the distribution or liquidation thereof. Upon withdrawal by the Limited Partnership from the Company, the Limited Partnership shall be entitled to a distribution of the General Assets or the proceeds thereof, net of any expenses relating to the distribution or liquidation thereof; provided that no such distribution shall be made to the Limited Partnership if any Series of Investor Certificates is then outstanding.
Distribution Upon Withdrawal. If, following a Withdrawal Event not involving a transfer or assignment subject to Article IX hereof, an election is made to continue the Company pursuant to Section 10.1(f) hereof, the Interest of a Withdrawn Member in the Company may be liquidated and redeemed in exchange for a withdrawal distribution that has been agreed upon by the Withdrawn Member and a Majority of the Managers. If the amount of the withdrawal distribution has not been agreed upon within 90 days after the Withdrawal Event, then, at the option of the Company, the Interest of the Withdrawn Member may be liquidated by payment of a withdrawal distribution equal to the Withdrawn Member's positive Capital Account Balance as of the date of liquidation, payable in ten equal annual installments or principal, plus interest calculated at the Prime Rate per annum, the first such installment to be paid on the date of liquidation. The amount of such withdrawal distribution shall be reduced by an amount equal to the damages suffered or likely to be suffered by the Company over the remaining term of the Agreement specified in Section 1.7 hereof or in any then current amendment to the Company's Articles of Organization in any case in which the withdrawing member voluntarily withdraws in breach of this Agreement or is expelled pursuant to Section 8.2 hereof. The Members recognize that , if any Member voluntarily withdraws from the Company in breach of this Agreement, it will be impossible to compute with reasonable accuracy the damages that will result over the remaining term of this Agreement to the Company and to the other Members. Consequently, if any Member voluntarily withdraws from the Company in breach of this Agreement, in lieu of any other remedies and as liquidated damages, such withdrawing Member's withdrawal distribution shall be reduced by the following percentage of his or her Capital Account balance as liquidated damages:
(a) If the remaining term of this Agreement set forth in Section 1.7 hereof or in any then current amendment to the Company's Articles of Organization exceeds 30 years, the amount of the reduction shall be 50%.
(b) If the remaining term of this Agreement set forth in Section 1.7 hereof or in any then current amendment to the Company's Articles of Organization exceeds 20 years, the amount of reduction shall be 45%; and
(c) If subparagraph (a) or (b) does not apply, the amount of reduction shall be 30%. Effective upon the receipt of the first installment of a withdrawal d...
Distribution Upon Withdrawal. (a) Upon the withdrawal of a Partner pursuant to Section 8.4 or Section 9.7(b), the General Partner, subject to Section 10.5(b), shall distribute to such withdrawing Partner cash, Securities or other Partnership assets having a Fair Value, as determined by the General Partner in accordance with Section 10.3(b), equal to the positive balance in the Capital Account of such withdrawing Partner, after taking into account all Capital Account adjustments for the Partnership taxable year during which such withdrawal occurs, through and including the Effective Date of the Partner's withdrawal (including, without limitation, those made pursuant to Section 3.8 and Article 6, as appropriate) such distribution to be made as promptly as practicable on or after the Effective Date of the Partner's withdrawal.
(b) Notwithstanding Section 10.5(a), the General Partner, in its sole discretion, may withhold all or a portion of the amount to be distributed to a withdrawing Partner, in an amount and for a period of time to be reasonably determined by the General Partner, to provide for the withdrawing Partner's proportionate share of any Partnership liabilities (whether actual or contingent) relating to events or occurrences prior to the Effective Date of the Partner's withdrawal.
Distribution Upon Withdrawal. Upon withdrawal, Investor shall be entitled to receive from the Company the amount of its Capital Account at the date of withdrawal, determined in accordance with the provisions of Section 7.3 and as the Capital Account would be adjusted in accordance with the provisions of Section 10.2(b) upon a liquidation of the Company; provided, however, that the portion of the distribution equal to (a) the remaining principal and accrued interest owed by Investor to WRI under the Fixed Payment Note and (b) the amount, if any, remaining payable by Investor to WRI in respect of the Contingent Payment Obligation for any period prior to withdrawal, whether or not reflected in an Invoice as of the date of withdrawal, shall be paid by the Company to WRI on behalf of Investor.
Distribution Upon Withdrawal. No withdrawing Joint-Venturer shall be entitled to receive any distribution or the value of such Joint-Venturer's Interest in the Joint Venture as a result of withdrawal from the Joint Venture prior to the liquidation of the Joint Venture, except as specifically provided in this Agreement.
