Required Withdrawals Sample Clauses

Required Withdrawals. The Managing Member may at any time and for any reason, in its sole discretion, terminate the interest of any Member in the Company or require a Member to withdraw any part of its Capital Account. A Member required to withdraw under this Section 6.02 shall be treated for all purposes of distribution of redemption proceeds as a Member who has given notice of a redemption of all of its capital under Article V.
AutoNDA by SimpleDocs
Required Withdrawals. The General Partner may, in its sole discretion, require any Limited Partner to withdraw all or a portion of the balance in its Capital Account(s) at any time without prior notice, for any reason or no reason, including a determination by the General Partner that such Limited Partner's continued participation in the Partnership may cause the Partnership to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal tax purposes. A Limited Partner that is required to withdraw all or a portion of the balance in its Capital Account(s) pursuant to this Section 6.03 shall be treated for all purposes and in all respects as a Limited Partner that has given notice of withdrawal of all or a portion of the balance in its Capital Account(s), as the case may be, under Section 6.02, except that the Fund-Level Gate will not apply with respect to such withdrawal.‌
Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherw...
Required Withdrawals. Notwithstanding any provision of the Plan to the contrary, the Payment Date of the Accrued Benefit of a Participant who is a 5-percent owner (as defined in Section 416 of the Code), will not be later than April 1 following the calendar year in which the Participant attains age 70-1/2 (with required withdrawals to be made by each December 31 thereafter) and will comply with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations promulgated thereunder.
Required Withdrawals. (a) Any Member (“Subject Member”) may, in the sole discretion of the Manager, be required to fully withdraw from the Company and sell all of such Subject Member’s Units to the Company if: (i) the Subject Member or an Affiliate of such Member has been convicted of a misdemeanor involving fraud, deceit or embezzlement or any felony by a court of competent jurisdiction, with respect to which conviction any further right of the Subject Member or Affiliate of such Member to appeal shall have been exhausted or expired, or (ii) the Subject Member or an Affiliate of such Member has been convicted by a court of competent jurisdiction of violating securities laws or commodities trading laws, with respect to which conviction any further right of the Subject Member or Affiliate of such Member to appeal shall have been exhausted or expired, or (iii) the Securities and Exchange Commission, Financial Industry Regulatory Authority Inc., Commodities Futures Trading Commission, National Futures Association or any other regulatory or administrative agency which oversees or regulates investment activities determines that the Subject Member or an Affiliate of such Member has violated a rule or regulation of such commission, association or agency, with respect to which conviction any further right of the Subject Member or Affiliate of such Member to appeal shall have been exhausted or expired. (b) Without limiting Section 13.02(a), in the event that any Member (“Indicted/Investigated Member”) or an Affiliate of such Member has been indicted for any of the offenses or violations listed in clauses (i) or (ii) of Section 13.02(a), or is subject to an investigation by a regulatory agency of the type listed in clause (iii) of Section 13.02(a) regarding violation of a rule or regulation: (x) such Indicted/Investigated Member will be required to withdraw from the Company and sell all of such Member’s Units to the Company, if so requested to withdraw by the determination of the Manager in its sole discretion, or (y) the Manager may propose such other sanction or arrangement, to be agreed upon by the Indicted/Investigated Member or Affiliate of such Member, regarding the relationship between the Company and the Indicted/Investigated Member or Affiliate of such Member.
Required Withdrawals. The General Partner may terminate the interest of any Limited Partner in the Partnership for any or no reason upon written notice. The Partner receiving such notice shall be treated for all purposes and in all respects as a Partner who has given notice of withdrawal under Section 6.1 or Section 6.2, and such Limited Partner shall be paid, in accordance with Section 4.2, the entire Capital Account of such Limited Partner, less reserves determined in good faith by the General Partner and the Limited Partner’s share of any accrued, but unpaid, Partnership expenses.
Required Withdrawals. 20 Section 6.03 Effective Date of Withdrawal...............................20 Section 6.04
AutoNDA by SimpleDocs
Required Withdrawals. The General Partner may terminate the interest of any Limited Partner in the Partnership, with cause, at the end of any calendar month upon fifteen (15) days prior written notice. For purposes of this Agreement, "cause" shall be determined by the General Partner and shall mean the following: (i) the continued participation of such Limited Partner is likely, in the sole judgment of the General Partner, to cause the Partnership or the General Partner to register as an investment company or elect to be a "business development company" under the Investment Company Act of 1940 (the "Investment Company Act"), the General Partner or any of its partners to register as an investment adviser under the Investment Advisers Act of 1940, or the Partnership or any Partner to violate any law, or (ii) such Limited Partner fails to make a required capital contribution and the General Partner requires withdrawal pursuant to Section 8.4(b). Notwithstanding the foregoing, termination of the Partnership Interest of any Limited Partner as the result of an Adverse Regulatory Development (as defined in Section 7.6(b)) shall be treated as set forth in Section 7.6.
Required Withdrawals. The General Partner may redeem any portion of the interest of any Partner in the Fund or terminate the entire interest of any Partner in the Fund at any time and for any reason upon 30 days' prior written notice; provided that the notice period can be reduced to 5 days if such Partner's continuing investment in the Fund gives rise to potential legal or tax risks for the Fund or the other Partners, as determined by the General Partner. The Partner receiving a notice of required withdrawal shall be treated for all purposes and in all respects as a Partner who has given notice of withdrawal under Section 6.3 to the extent of such redemption.
Required Withdrawals. The Managing General Partner may, in its sole discretion, require a Limited Partner to withdraw all or any part of its Capital Account balance(s) at any time, for any reason or no reason. The Managing General Partner also may require a Limited Partner to withdraw all or any part of its Capital Account balance(s) immediately in the event that the Managing General Partner, in its sole discretion, determines that (i) the Limited Partner or any Indirect Investor has made a material omission or material misstatement of fact with regard to the information such Limited Partner or such Indirect Investor provided to the Partnership, the Intermediate Fund or the Feeder Fund, (ii) such Partner’s continued participation in the Partnership may cause the Partnership to fail to qualify for the safe harbor from “publicly traded partnership” status set forth in U.S. Treasury Regulations Section 1.7704-1(h) or (iii) such Limited Partner’s or Indirect Investor’s continued ownership of an interest in the Partnership or in the Limited Partner, respectively, may cause adverse legal, tax, regulatory or other consequences to the Partnership. In addition, the Managing General Partner also may require a Limited Partner to withdraw all or any part of its Capital Account balance(s) effective as of any preceding date specified in the Partnership’s notice to such Limited Partner in the event that the Managing General Partner, in its sole discretion, determines that such Limited Partner’s or Indirect Investor’s ownership of all or a portion of such interests in the Partnership or in the Intermediate Fund or the Feeder Fund, respectively, may cause adverse legal, tax or regulatory consequences to the Partnership, the Management Company or the Managing General Partner. The Partner receiving such notice shall be treated for all purposes and in all respects as a Partner who has given notice of withdrawal of all or part of its Capital Accounts, as the case may be, under Section 5.02.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!