Distributions in General. Prior to the Initial Public Listing, except pursuant to Section 4.02, the General Partner shall not authorize any distributions by the Partnership. Following the Initial Public Listing, except pursuant to Section 4.02, the General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows: (a) first, to the extent of Available Cash Flow, to the holders of Class A Units and Class S Units, which distributions shall be made Pro Rata to the holders of such Class A Units and Class S Units, provided, that unless otherwise approved by the Executive Committee, in no event will the amount of Available Cash Flow distributed pursuant to this Section 4.01(a) exceed 2% of the aggregate book value of Class A Units and Class S Units (or, if such Equity Securities are listed on a national securities exchange or quoted in an automated quotation system, 2% of the aggregate market value of Class A Units and Class S Units); (b) second, pro rata to the holders of Preferred Series A Subclass 1 Unit Accounts and Preferred Series A Subclass 3 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Unit Accounts until the cumulative amount of distributions under this Section 4.01(b) and Tax Distributions under Section 4.02 are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Unit Accounts; (c) third, pro rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.01(c) and Tax Distributions under Section 4.02 are equal to the unpaid Total Class S Preferred Return; and (d) thereafter, to the holders of Class S Units, Class A Units, Preferred Series A Subclass 1 Unit Accounts and Preferred Series A Subclass 3 Unit Accounts pro rata in accordance with their respective positive Capital Account balances in respect of such units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.01(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings.
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Samples: Limited Partnership Agreement (GWG Holdings, Inc.), Limited Partnership Agreement
Distributions in General. Prior to the Initial Public Listing, except pursuant to Section 4.02, the General Partner shall not authorize any distributions by the Partnership. Following the Initial Public Listing, except pursuant to Section 4.02, the General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows:
(a) first, to the extent of Available Cash Flow, to the holders of Class A Units and Class S Units, which distributions shall be made Pro Rata to the holders of such Class A Units and Class S Units, provided, that unless otherwise approved by the Executive Committee, in no event will the amount of Available Cash Flow distributed pursuant to this Section 4.01(a) exceed 2% of the aggregate book value of Class A Units and Class S Units (or, if such Equity Securities are listed on a national securities exchange or quoted in an automated quotation system, 2% of the aggregate market value of Class A Units and Class S Units);
(b) second, pro rata to the holders of Preferred Series A Subclass 0 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 0 Unit Accounts until the cumulative amount of distributions under this Section 4.01(b) and Tax Distributions under Section 4.02 made to the holders of Preferred Series A Subclass 0 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 0 Unit Accounts;
(c) third, pro rata to the holders of Preferred Series C Subclass 0 Unit Accounts, up to the sum of the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 0 Unit Accounts until the cumulative amount of distributions under this Section 4.01(c) and Tax Distributions under Section 4.02 made to the holders of Preferred Series C Subclass 0 Unit Accounts are equal to the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 0 Unit Accounts;
(d) fourth, (i) pro rata to the holders of Preferred Series A Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts until the cumulative amount of distributions under this Section 4.01(d)(i) and Tax Distributions under Section 4.02 to the holders of Preferred Series A Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 1 Unit Accounts and (ii) pro rata to the holders of Preferred Series A Subclass 3 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 3 Unit Accounts until the cumulative amount of distributions under this Section 4.01(b4.01(d)(ii) and Tax Distributions under Section 4.02 made to the holders of Preferred Series A Subclass 3 Unit Accounts are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 3 Unit Account, with respect to each distribution under this Section 4.01(d), pro rata between clause (i) and clause (ii) of this Section 4.01(d), based on the relative entitlement to such distribution of the holders of Preferred Series A Subclass 1 Unit Accounts under Section 4.01(d)(i) and the holders of Preferred Series A Subclass 3 Unit Accounts under Section 4.01(d)(ii);
(e) fifth, pro rata to the holders of Preferred Series C Subclass 1 Unit Accounts, up to the sum of the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 1 Unit Accounts until the cumulative amount of distributions under this Section 4.01(e) and Tax Distributions under Section 4.02 made to the holders of Preferred Series C Subclass 1 Unit Accounts are equal to the unpaid Total Preferred Series C Return applicable to such Preferred Series C Subclass 1 Unit Accounts;
(cf) thirdsixth, pro rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.01(c4.01(f) and Tax Distributions under Section 4.02 made to the holders of Class S Preferred Units are equal to the unpaid Total Class S Preferred Return; and
(dg) thereafter, to the all holders of Class S Units, Class A Units, other than holders of Preferred Series A Subclass 1 2 Unit Accounts and holders of Preferred Series A Subclass 3 B Unit Accounts Accounts, pro rata in accordance with their respective positive Capital Account balances in respect of such unitsUnits; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.01(d4.01(g) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings.
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Distributions in General. Prior to the Initial Public Listing, except pursuant to Section 4.02, the General Partner shall not authorize any distributions by the Partnership. Following the Initial Public Listing, except pursuant to Section 4.02, the General Partner, in its reasonable discretion, may authorize distributions by the Partnership as follows:
: (a) first, to the extent of Available Cash Flow, to the holders of Class A Units and Class S Units, which distributions shall be made Pro Rata to the holders of such Class A Units and Class S Units, provided, that unless otherwise approved by the Executive Committee, in no event will the amount of Available Cash Flow distributed pursuant to this Section 4.01(a) exceed 2% of the aggregate book value of Class A Units and Class S Units (or, if such Equity Securities are listed on a national securities exchange or quoted in an automated quotation system, 2% of the aggregate market value of Class A Units and Class S Units);
; (b) second, pro rata to the holders of Preferred Series A Subclass 0 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Subclass 0 Unit Accounts until the cumulative amount of distributions under this Section 4.01(b) and Tax Distributions under Section 4.02 are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Unit Subclass 0 Accounts; (c) third, pro rata to the holders of Preferred Series A Subclass 1 Unit Accounts and Preferred Series A Subclass 3 Unit Accounts, up to the sum of the unpaid Total Preferred Series A Return applicable to such Preferred Series A Unit Accounts until the cumulative amount of distributions under this Section 4.01(b4.01(c) and Tax Distributions under Section 4.02 are equal to the unpaid Total Preferred Series A Return applicable to such Preferred Series A Unit Accounts;
; (cd) thirdfourth, pro rata to the holders of Preferred Series C Unit Accounts, up to the sum of the unpaid Total Preferred Series C Return applicable to such Preferred Series C Unit Accounts until the cumulative amount of distributions under this Section 4.01(d) and Tax Distributions under Section 4.02 are equal to the unpaid Total Preferred Series C Return applicable to such Preferred Series C Unit Accounts; (e) fifth, pro rata to the holders of Class S Preferred Units, up to the sum of the unpaid Total Class S Preferred Return applicable to such Class S Preferred Units, until the cumulative amount of distributions under this Section 4.01(c4.01(e) and Tax Distributions under Section 4.02 are equal to the unpaid Total Class S Preferred Return; and
(d) thereafter, to the holders of Class S Units, Class A Units, Preferred Series A Subclass 1 Unit Accounts and Preferred Series A Subclass 3 Unit Accounts pro rata in accordance with their respective positive Capital Account balances in respect of such units; provided, however, that without the prior written consent of a majority of the Executive Committee, the General Partner shall not authorize distributions pursuant to this Section 4.01(d) to the extent such distributions would result in the amount of liquid assets of the Partnership being less than the Minimum Retained Earnings.- 27 - 737868395
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