Distributions on Withdrawal. Except as otherwise provided by the Act, the Certificate or in Article XII of this Agreement, upon retirement or resignation of a Member, the retiring or resigning Member (the “Withdrawing Member”) shall be entitled to receive in cash or an undivided interest in property of the Company the fair market value of the Member’s Membership Interest as of the date of withdrawal. For purposes hereof, the fair market value of a Membership Interest and the nature of the assets to be received will be determined by agreement between a Majority in Membership Interests and the Withdrawing Member. If such agreement cannot be reached between the parties, then such Member shall not withdraw from the Company.
Distributions on Withdrawal. (a) Subject to the provisions of this Section, upon withdrawal under any provision of this Agreement, a Private Limited Partner will have the rights to distributions provided in the Act with respect to distributions to be made to limited partners upon withdrawal from a limited partnership. Confidential treatment requested by WQN, Inc.
(b) The Partnership will not make any distribution to any Partner in connection with its withdrawal under any provision of this Agreement or the Act, unless the distribution is permitted by the SBIC Act and SBA has given its consent to such distribution before the distribution is made.
(c) Except in the case of distributions made as permitted under subsection (b), the right of any Partner to receive any distribution from the Partnership as a result of such Partner’s withdrawal, including any right any Partner may have as a creditor of the Partnership with respect to the amount of any such distribution, is subordinate to any amount due to SBA by the Partnership.
Distributions on Withdrawal. Upon the occurrence of an Event of Withdrawal with respect to a Member, the withdrawn Member shall not be entitled to receive a withdrawal distribution, but the withdrawn Member (or the withdrawn Member's personal representatives, successors, and assigns) shall be entitled to receive the share of distributions, including distributions representing a return of Capital Contributions, and the allocation of Profits and Losses, to which the withdrawn Member otherwise would have been entitled if the Event of Withdrawal had not occurred, during the continuation of the business of the Company and during and on completion of winding up. If the Event of Withdrawal violated this Agreement, the distributions paid to the withdrawn Member shall be offset by any damages suffered by the Company or its Members as a result of the Event of Withdrawal.
Distributions on Withdrawal. Upon withdrawal pursuant to any provision of the Agreement, a Member shall have the rights to distributions set forth in the Act with respect to distributions to be made to Members upon withdrawal from a limited liability company; provided, however, that any distribution by the LLC to a Member pursuant to its withdrawal pursuant to any provision of the Agreement shall be subject to the provisions of the SBIC Act and the prior written consent of the SBA.
Distributions on Withdrawal. Except as set forth below, unless agreed to otherwise by the General Partner and a Limited Partner Majority, a Partner that has withdrawn from the Fund shall have no right to receive a withdrawal of its capital or profits or any other distribution from the Fund.
(i) Upon withdrawal under any provision of this Agreement:
(A) a Limited Partner will have the right to a distribution from the Fund equal to the fair value of its interest in the Fund, such determination to be made as of the date of withdrawal and based on the Limited Partner’s right to share in distributions of the Fund (taking into account its Carried Interest) assuming the Fund’s Investments were sold as of that date at their value determined in accordance with the valuation guidelines adopted pursuant to Section 12.6.
(B) provided in the North Carolina Act with respect to distributions to be made to limited partners upon withdrawal from a limited partnership, with any determination of fair value of the Limited Partner’s Fund interest to be determined in accordance with the valuation guidelines adopted pursuant to Section 12.6; and
(C) in the event the operations are continued upon the withdrawal of the General Partner, the General Partner shall have the right to a distribution from the Fund of an amount equal to the fair value of the General Partner’s interest in the Fund, such determination to be made as of the date of withdrawal and based upon the General Partner’s rights to share in distributions of the Fund (taking into account its Carried Interest) assuming the Fund’s Investments were sold as of that date at their value determined in accordance with the valuation guidelines adopted pursuant to Section 12.6.
(ii) In addition, any distribution or payment to a withdrawing Partner may, in the sole discretion of the General Partner, be made (i) in cash, (ii) in a pro rata distribution of Securities, in accordance with any special provisions in Article IX dealing with distributions in kind to Limited Partners subject to special governmental regulations, (iii) in the form of a promissory note, the terms of which shall be mutually agreed upon by the General Partner and the withdrawing Partner and which shall provide for partial payments of a distribution, as if such promissory note represented an equity interest in the Fund, at the time of cash distributions to the Partners, or (iv) in any combination of the foregoing items (i) through (iii).
(iii) All distributions from the Fund are subject to t...
Distributions on Withdrawal. (a) Subject to the provisions of Section 6.08(b), upon withdrawal under any provision of this Agreement, a Private Limited Partner will have the rights to distributions provided in the Act with respect to distributions to be made to limited partners upon withdrawal from a limited partnership.
(b) The Partnership will not make any distribution to any Partner in connection with its withdrawal under any provision of this Agreement or the Act, unless the distribution is permitted by the SBIC Act and SBA has given its consent to such distribution before the distribution is made.
(c) Except in the case of distributions made as permitted under subsection (b), the right of any Partner to receive any distribution from the Partnership as a result of such Partner’s withdrawal, including any right any Partner may have as a creditor of the Partnership with respect to the amount of any such distribution, is subordinate to any amount due to SBA by the Partnership.27 See also Section 5.06, Section 5.07 and Section 5.08 with respect to the requirements for an opinion of counsel to be effective. Unless an agreement otherwise provides, RULPA provides that at the time a partner is entitled to receive a distribution the partner has the rights of a creditor with respect to the amount of the distribution. See Delaware RULPA § 17-606.
Distributions on Withdrawal. Upon the occurrence of an Event of Withdrawal (including the Member's death or disability), if the Firm is not dissolved pursuant to Section VIII, the withdrawn Member shall cease to have any right to participate in any allocations of Profits or Losses (or other items of income, gain, or deduction) or to receive any distributions from the Firm, other than the right to receive a withdrawal distribution equal to the amount set forth in Exhibit B. The withdrawal distribution shall be payable by the Firm at the time and in the manner provided in Exhibit B. 1 1 AR00054944 7.4.2 If the Firm is dissolved pursuant to Section VIII following an Event of Withdrawal, the Member (or the Member's assignee) shall continue to participate in Firm Profits, Losses, and distributions as an assignee of the Member's interest in the Firm, until the Firm is wound up and terminated in accordance with this Agreement. 7.5 ?
Distributions on Withdrawal. Subject to the provisions of this Section, upon withdrawal under any provision of this Agreement, a Special Limited Partner will have the rights to distributions provided in the Act with respect to distributions made to limited partners upon withdrawal from a limited partnership.
Distributions on Withdrawal. A Member who withdraws from the Company, with the prior approval by affirmative vote of Members owning one hundred percent (100%) or more of all of the Membership Interests in the Company, without taking into account any vote of the withdrawing Member himself, shall receive an amount equal to the net book value of such Member's Membership Interest in the Company, determined under generally accepted accounting principles as of the end of the Accounting Year next preceding the effective date of such withdrawal adjusted for any distributions to or contributions made by such Member during the then current Accounting Year through the date of withdrawal; provided, however, that all real property held by the Company shall be valued at its then current appraised value as determined by the local taxing authority disregarding any agricultural use exemptions or adjustments. Such amount shall be paid by the Company to such Member in cash without interest over a three year period in equal annual installments after the effective date of such withdrawal.
Distributions on Withdrawal. 7.8.1. Upon the occurrence of an Event of Withdrawal under Section 29-733(1) or (3) of the Act (voluntary withdrawal or expulsion), if the Company is not dissolved pursuant to Section VIII, the withdrawn Member shall cease to have any right to participate in any allocations of profits or losses or to receive any distributions from the Company, other than the right to receive a withdrawal distribution equal to the balance of his or her capital account determined as if the Company had liquidated at close of business on the Liquidation Date, reduced by a $50.00 withdrawal fee payable to the Company, any commissions or costs incurred by the Company incident to the withdrawal, and any damages suffered by the Company if such Event of Withdrawal constituted a breach of this Agreement. The withdrawal distribution shall be payable by the Company within 90 days of receipt by the Company of notice of such event of withdrawal. Notwithstanding the provisions of this Paragraph, If the withdrawing Member’s interest is transferred to a current Member, the provisions of Paragraph
7.1 shall govern.
7.8.2. Upon the occurrence of an Event of Withdrawal under Section 29-733(2) or (6) through (11), if the Company is not dissolved pursuant to Section VIII, the withdrawn Member shall not be entitled to receive a withdrawal distribution; rather, the interest of the withdrawn Member shall be held by the withdrawn Member's successors or assigns as an assignee subject to rights of the Company and the Members under this Agreement.
7.8.3. If the Company is dissolved pursuant to Section VIII following an Event of Withdrawal, the Member (or the Member's assignee) shall continue to participate in Company profits, losses, and distributions as an assignee of the Member's interest in the Company, until the Company is wound up and terminated in accordance with this Agreement, reduced by any damages suffered by the Company if the Event of Withdrawal constituted a breach of this Agreement.
7.8.4. For purposes of this Agreement, neither the bankruptcy, reorganization, insolvency, nor the making of an assignment for the benefit of creditors under A.R.S. Section 29-733(4) or (5) shall constitute an Event of Withdrawal.
