Involuntary Withdrawal of Members. (a) The Managing Member may at any time require any Class A Member or Assignee to withdraw all or any portion of its Capital Account, or withdraw as a Class A Member or Assignee, in either case without notice to such Class A Member or Assignee, if: (i) the Managing Class A Member determines that such Class A Member or Assignee made a material misrepresentation to the Company in connection with acquiring its Interest or is unable to perform its obligations under this Agreement; (ii) a Proceeding is commenced or threatened against the Company, any other Class A Member or Assignee, arising out of, or relating to, such Class A Member’s or Assignee’s investment in the Company; (iii) such Class A Member or Assignee Transferred such Interest (or any interest therein) in violation of Section 5.4 or in a manner that has resulted in (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect; or (iv) such Class A Member’s or Assignee’s ownership of such Interest (or any interest therein) has resulted in (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect.
Involuntary Withdrawal of Members. (a) The Managing Member, in its sole and absolute discretion, may require any Member or Assignee to: (i) withdraw any portion of its Capital Account as of any month-end by giving not less than five (5) calendar days prior Notification to such Member or Assignee; or (ii) withdraw as a Member or Assignee as of any month-end by giving not less than five (5) calendar days prior Notification to such Member or Assignee.
Involuntary Withdrawal of Members. (a) The Managing Member may at any time require any Member or Assignee to withdraw all or any portion of its Capital Account, or withdraw as a Member or Assignee, in either case without notice to such Member or Assignee, if: (i) the Managing Member determines that such Member or Assignee made a material misrepresentation to the Company in connection with acquiring its Interest or is unable to perform its obligations under this Agreement; (ii) a Proceeding is commenced or threatened against the Company, any other Member or Assignee, arising out of, or relating to, such Member's or Assignee's investment in the Company; (iii) such Member or Assignee Transferred such Interest (or any interest therein) in violation of Section 5.4 or in a manner that has resulted in (or, in the Managing Member's judgment, is likely to result in) an Adverse Regulatory Effect; or (iv) such Member's or Assignee's ownership of such Interest (or any interest therein) has resulted in (or, in the Managing Member's judgment, is likely to result in) an Adverse Regulatory Effect.
Involuntary Withdrawal of Members. The Manager may at any time and for any reason require any Member to: (a) withdraw all or any portion of its Capital Account(s) as of any month-end by giving not less than five (5) calendar days Notification to such Member; or (b) withdraw as a Member as of any month-end by giving not less than five (5) calendar days Notification to such Member. No such Notification shall be required, however, with respect to a Member if the Manager reasonably determines that such Member made a material misrepresentation to the Company in connection with acquiring its Interest or that such Member’s continuing ownership of an Interest would either: (i) cause the Company to no longer meet the Family Office Exemption; (ii) cause the Company or the Manager to be in violation of any requirement, condition or guideline contained in any federal, state or foreign law or in any order, directive, opinion, ruling or regulation of a federal, state or foreign governmental agency or self-regulatory organization; (iii) jeopardize the Company’s continuing classification as a partnership for federal income tax purposes; (iv) result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations; (v) necessitate the registration of the Company as an investment company under the 1940 Act; or (vi) result in the occurrence of any “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975(c) of the Code). Subject to the provisions of Sections 5.3, 6.1(b) through (i), 6.7 and 6.8, any Member who is so required to withdraw an amount from a Capital Account or to withdraw as a Member shall withdraw from the relevant Capital Account(s), as of the date fixed in such Notification, the amount(s) such Member is required to withdraw, as specified in such Notification.
Involuntary Withdrawal of Members. (a) The Board may at any time require any Member or Assignee to withdraw all or any portion of its Capital Account, or withdraw as a Member or Assignee, in either case without notice to such Member or Assignee, if: (i) the Board determines that such Member or Assignee made a material misrepresentation to the Company in connection with acquiring its Interest or is unable to perform its obligations under this Agreement; (ii) a Proceeding is commenced or threatened against the Company, any other Member or Assignee, arising out of, or relating to, such Member’s or Assignee’s investment in the Company; (iii) such Member or Assignee Transferred such Interest (or any interest therein) in violation of this Agreement or which resulted in an Adverse Regulatory Effect; or (iv) such Member’s or Assignee’s ownership of such Interest (or any interest therein) has resulted in (or, in the Board’s judgment, is likely to result in) an Adverse Regulatory Effect.
