Distributions to Members. Section 9.1
Distributions to Members. On the date (as determined by the Managing Member) when the Credit Agreement has been finally terminated and repaid and any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released and all other obligations of the Company due or to become due thereafter have been paid or provided for, the Managing Member shall or shall cause the Company to effect a liquidation to cash of any non-cash Assets standing to the balance of the Preferred Equity Account and All Other Accounts , and immediately following such liquidation:
(a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash in All Other Accounts in an amount equal to the Preferred Equity Shortfall Amount (or, if such Preferred Equity Shortfall Amount is greater than the aggregate amount in All Other Accounts, all funds, if any, in All Other Accounts) shall be transferred to the Preferred Equity Account;
(b) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% of the aggregate cash balance of All Other Accounts (which shall comprise the proceeds of UST’s equity investment in the Company), with such distribution to be transferred to the Exchange Stabilization Fund in accordance with written instructions to be provided by UST;
(c) the Managing Member shall be entitled to a distribution from the Company equal to 10% of the aggregate cash balance of the All Other Accounts; and
(d) the Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be payable to each such Member. The Managing Member shall give the Preferred Equity Member at least ten days’ prior written notice of the distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed as described above have been calculated.
Distributions to Members. Except as otherwise provided in Section 5.3 and Article 14, the Board of Directors may, in its sole discretion and at any time, declare and pay distributions with respect to the LLC Interests to the Members, as of any record date established by the Board of Directors with respect to such distributions, from Cash Available for Distribution to all Members in proportion to their Percentage Interests.
Distributions to Members. To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.
Distributions to Members. After determining that all known debts and liabilities of the Company in the process of winding-up, including, but not limited to, debts and liabilities to Members that are creditors of the Company, have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company's taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.
Distributions to Members. Distributions (in cash or in kind) shall be made by the Company to the Members in such amounts and at such times as the Members shall determine. All distributions shall be made in accordance with the Percentage Interests of the Members (except for distributions upon the dissolution and winding up of the Company which shall be made in the manner hereinafter provided).
Distributions to Members. (a) Dividends and distributions on Shares may be paid to the Members, with such frequency as the Board of Directors may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, from such of the income, capital gains accrued or realized, and capital and surplus, after providing for actual and accrued liabilities of the Company. All dividends and distributions on Shares of a class shall be distributed pro rata to the Members or other holders of Shares of such class in proportion to the number of Shares of such class held by such persons at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board of Directors may determine that no dividend or distribution shall be payable on Shares as to which the Member’s purchase order and/or payment have not been received by the time or times established by the Board of Directors under such program or procedure. Dividends and distributions on Shares may be made in cash or Shares or a combination thereof as determined by the Board of Directors or pursuant to any program that the Board of Directors may have in effect at the time for the election by each Member or other holder of Shares of the mode of the making of such dividend or distribution to that person. Any dividend or distribution paid in Shares will be paid at the Net Asset Value thereof. Notwithstanding anything in this Agreement to the contrary, the Directors may at any time declare and distribute a dividend of stock or other property pro rata among the Members or other holders of Shares at the date and time of record established for the payment of such dividends or distributions.
(b) The Fund may always retain such amount as the Board of Directors may deem necessary to pay the debts or expenses of the Fund or to meet obligations of the Fund, or as the Board of Directors otherwise may deem desirable to use in the conduct of the Fund’s affairs or to retain for future requirements or extensions of the business.
(c) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Board of Directors the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains dis...
Distributions to Members. The Company shall not directly or indirectly declare or pay any dividend or make any payments, distributions or retirements of patronage capital to members (each a "Distribution") if, at the time thereof or after giving effect thereto, (i) an Event of Default shall exist, or (ii) the Company's patronage capital (determined in accordance with Accounting Requirements) as of the end of the Company's most recent fiscal quarter would be less than twenty percent (20%) of the Company's total long-term debt and patronage capital (determined in accordance with Accounting Requirements) at such time. Notwithstanding the foregoing and so long as no Event of Default shall exist, the Company may declare and make Distributions each fiscal year as long as the aggregate Distributions for such fiscal year is equal to or less than five percent (5%) of the Company's patronage capital (determined in accordance with Accounting Requirements) as of the end of the immediately preceding fiscal year. For purposes of this Section, determination of patronage capital and total long-term debt and patronage capital shall not include any amount on account of earnings retained in any Subsidiary or Affiliate of the Company and any such determination of total long-term debt and patronage capital shall exclude the debt of any Subsidiary or Affiliate.
Section 2.12. The Indenture is amended by deleting Sections 14.16, 14.17 and 14.18 thereof and substituting the word "Reserved." in lieu thereof in each case.
Distributions to Members. After paying liabilities owed to non-Member creditors and establishing reserves, the Manager shall satisfy any debts owed to the Members with any remaining net assets of the Company, and then distribute any remaining assets to the Members in proportion to their positive Capital Account balances.
Distributions to Members. Except upon liquidation, all distributions of cash or property of the Company to the Members shall be made in accordance with their Interests.
