Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Notwithstanding Section 3.01, upon a liquidation (pursuant to Article X) or a Deemed Liquidation Event, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property, to the Members as follows:
(i) First, Class A-1 Preferred Members and Class F Preferred Members shall receive, on a pro rata basis (proportional to their share of the aggregate (A) Class A-1 Liquidation Preference Amount for all Class A-1 Preferred Shares, plus (B) Class F Liquidation Preference Amount for all Class F Preferred Shares) for each Class A-1 Preferred Share and Class F Preferred Share, as applicable, the greater of (1) (x) for each Class A-1 Preferred Share held by such Class A-1 Preferred Member, the applicable Class A-1 Liquidation Preference Amount, and (y) for each Class F Preferred Share held by such Class F Preferred Member, the Class F Liquidation Preference Amount, and (2) the amount distributable pursuant to Section 3.02(a)(iii) with respect to such Class A-1 Preferred Share or Class F Preferred Share, as applicable, as if such Share had converted into a Class D Common Share (pursuant to Section 2.10, in the case of a Class A-1 Preferred Share, and at the Class F Preferred Share Conversion Ratio, in the case of a Class F Preferred Share) immediately prior to the event giving rise to a Distribution pursuant to this Section 3.02. If upon any such liquidation or Deemed Liquidation Event, the net proceeds or assets available for distribution to the Members shall be insufficient to pay the holders of Class A-1 Preferred Shares and Class F Preferred Shares the full amount to which they shall be entitled under this Section 3.02(a)(i), the holders of Class A-1 Preferred Shares and Class F Preferred Shares shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of such shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full pursuant to this Section 3.02(a)(i).
(ii) Second, Class A-2 Preferred Members shall receive, for each Class A-2 Preferred Share, the greater of (A) the Class A-2 Liquidation Preference Amount and (B) the amount distributable pursuant to Section 3.02(a)(iii) with respect to such Class A-2 Preferred Share as if such Share had converted into a Class C Common Share (pursuant to Section 2.11) immediately prior to the event giving rise ...
Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Upon a Liquidation or a Deemed Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution or other transaction expenses, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), to the Holders of Series A Preferred Units and Common Units as follows:
(i) First, to the Holders of Series A Preferred Units on a pari passu basis, until the Holders of such Series A Preferred Units receive, in respect of each Series A Preferred Unit held by them, the Series A Liquidation Preference Amount, provided that if the amount distributable pursuant to Section 3.2(a)(ii) with respect to such Series A Preferred Unit upon conversion into Common Units would be greater than the amount distributable pursuant to this Section 3.2(a)(i), then such Series A Preferred Unit shall be deemed to have been converted into Common Units and the Holder thereof shall be entitled to receive the amount distributable pursuant to Section 3.2(a)(ii) in lieu of any amounts distributable pursuant to this Section 3.2(a)(i) with respect to such Series A Preferred Unit; and
(ii) Next, to the Holders of Common Units, pro rata in proportion to the number of Common Units held by such Holders.
Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Upon a Liquidation or a Deemed Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution or other transaction expenses, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), to the holders of Common Units pro rata in proportion to the number of Common Units held by such holders.
Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Notwithstanding Section 3.01, upon a liquidation (pursuant to Article X) or a Deemed Liquidation Event, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property, to the Members as follows:
(i) First, Class A-1 Preferred Members shall receive, on a pro rata basis (proportional to their share of the aggregate Class A-1 Liquidation Preference Amount for all Class A-1 Preferred Shares) for each Class A-1 Preferred Share, the greater of (A) for each Class A-1 Preferred Share held by such Class A-1 Preferred Member, the applicable Class A-1 Liquidation Preference Amount, and (B) the amount distributable pursuant to Section 3.02(a)(iii) with respect to such Class A-1 Preferred Share as if such Share had converted into a Class D Common Share (pursuant to Section 2.09) immediately prior to the event giving rise to a Distribution pursuant to this Section 3.02.
(ii) Second, Class A-2 Preferred Members shall receive, for each Class A-2 Preferred Share, the greater of (A) the Class A-2 Liquidation Preference Amount and
Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Upon a Liquidation or a Deemed Liquidation Event, upon written request of the Series B Preferred Holders, after payment of, or other adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution or other transaction expenses, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), to the Holders of Series A Preferred Units and Common Units as follows:
(i) First, to the Holders of Series A Preferred Units on a pari passu basis, until the Holders of such Series A Preferred Units receive, in respect of each Series A Preferred Unit held by them, the Stated Value; and
(ii) Next, to the Holders of Common Units, pro rata in proportion to the number of Common Units held by such Holders.
Distributions Upon Liquidation or a Deemed Liquidation Event. Subject to Section 4.4 (Tax Distributions),
(a) all distributions to the Members upon a Deemed Liquidation Event shall be made in the following order:
Distributions Upon Liquidation or a Deemed Liquidation Event. Upon a Liquidation or a Deemed Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Fund, including the expenses of its liquidation and dissolution or other transaction expenses, the Fund shall distribute the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), in the following order and priority:
a. First, 100% to Members in accordance with their Membership Percentages until such time as each Member’s Unreturned Investment is reduced to zero.
b. Thereafter, 80% to Members in accordance with their Membership Percentages and 20% to the Managers.
Distributions Upon Liquidation or a Deemed Liquidation Event. (a) Upon a Liquidation or a Deemed Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution or other transaction expenses, the Company shall first distribute the Target Assets to the Preferred B Units holders pursuant to section 2.1(a)(iii) and then the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), to the holders of the Preferred A and Common Units pro rata in proportion to the number of Units held by such holders.
