Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(a) Notwithstanding any provision contained herein to the contrary, if a Member shall obtain an opinion of counsel to the effect that, as a result of any other Member’s ownership of an interest in the Company, the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, such other Member or Members shall at their election, upon written notice from such first Member, either (i) withdraw from the Company or (ii) all Members shall reduce on a pro rata basis (in accordance with the provisions of clause (d) below) their respective interest in the Company (including their respective Capital Commitment) to the extent such first Member has determined, based upon such opinion of counsel, to be necessary in order for the Company not to be required to so register. Each Member shall, upon written request from any of the other Members, promptly furnish to the other Members such information as the other Members may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a), but in no event later than ten (10) business days after such request.
(b) Notwithstanding any provision herein to the contrary, if a Member shall breach such Member’s obligation under the immediately following sentence, or if any of the other Members shall obtain an opinion of counsel to the effect that any contribution or payment by a Member to the Company would cause the Company or the other Member to be in violation of, or to the effect that such Member is in violation of, the United States Bank Secrecy Act, the United States Money Laundering Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the USA Patriot Act or any other similar law or regulation to which the Company, a Member, or such Member’s investment in the Company may be subject from time to time (collectively, “Investor Laws”), such Member shall, upon written notice from any of the other Members, withdraw from the Company in accordance with the provisions of clause (c) below. Each Member shall, upon written request from the other Members, promptly furnish to the other Members such information as the other Members may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b), but in no event later than ten (10) business days after such request.
(c) Notwithsta...
Withdrawal by Members. A Member will have no right to demand the return of the Member’s contribution (i.e., the Member’s interest in the capital of the Company) until the dissolution and winding up of the affairs of the Company.
Withdrawal by Members. Any member may withdraw from membership in the Association at any time by transmitting, a notice in writing to the Association at its principal office. Withdrawal shall become effective upon the date such notice is received.
Withdrawal by Members. Any member may withdraw from membership in the Corporation at any time by transmitting a notice in writing to the Corporation at its principal office. Withdrawal shall become effective upon the date such notice is received.
Withdrawal by Members. Notwithstanding any provision of the Act to the contrary, no Member may resign, withdraw or withdraw capital from the Company, except pursuant to a right expressly set forth herein.
Withdrawal by Members. Members may withdraw from the Authority as follows:
(a) Within thirty days of the Systems Funding Plan Notice Date, as such period may be extended pursuant to the provisions in Section 5.02(d) (“Initial Withdrawal Period”), a Member shall submit written notice to the Chairperson and Secretary of its withdrawal from the Authority, which withdrawal notice shall be effective immediately. Such withdrawing Member will not incur any additional financial obligations as a result of membership in the Authority during such Initial Withdrawal Period; provided, that the initial Annual Fee or any Annual Fee paid by such withdrawing Member prior to withdrawal will not be returned.
(b) After the Initial Withdrawal Period, a Member that did not provide System Components (except end-user equipment) shall provide to the Chairperson and Secretary written notice of its withdrawal from the Authority which withdrawal notice shall be effective immediately; provided, that any Annual Fee already paid will not be returned to such withdrawing Member;
(c) After the Initial Withdrawal Period, a Member that provided System Components (except end-user equipment) shall provide to the Chairperson and Secretary twelve months advance written notice of its withdrawal from the Authority, which withdrawal shall be effective at the end of the notice period or earlier as permitted by the Board; provided, that any Annual Fee already paid will not be returned to such withdrawing Member
(d) If withdrawing under Section 6.01(c), a Member that provided System Components shall be required to pay a withdrawal payment. Such withdrawal payment shall be determined through a good faith negotiation between the withdrawing Member and the Authority, and shall be in an amount approved by the Board. The purpose of the withdrawal payment is to require the Member to cover the Authority’s actual and direct expenses reasonably related to the withdrawal including, but not limited to, equipment relocation fees, leasing, and permit fees relating to System Components that the Member had dedicated to supporting the Systems, as well as related administrative costs and professional services fees. The withdrawing Member may mitigate this withdrawal payment by entering into an agreement for the Authority’s continued use of the Member’s assets, as described in Section 6.03. If the parties are unable to reach an agreement on the amount of the withdrawal payment, the parties shall mutually choose a neutral third party who shal...
Withdrawal by Members. Members may withdraw from the Fund only as approved by, and on terms agreed to by, the Board of Managers.
Withdrawal by Members. After the periods referred to in Section 5.01, Members may withdraw from the Authority by giving notice as follows:
(a) Members who do not provide Infrastructure, Frequencies or Physical Plant to System shall provide to the Chairperson ninety (90) days advanced written notice of its intent to withdraw from the Authority;
(b) Members who provide Infrastructure, Frequencies or Physical Plant to System shall provide to the Chairperson twelve (12) months advanced written notice of its intent to withdraw from the Authority.
Withdrawal by Members a) Any Member Agency may withdraw from this Agreement by written notice given by such Member Agency to all other Member Agencies, which notice shall be given at least 120 days prior to the commencement of the fiscal year in which it is to take effect. For the purpose of such notice, a fiscal year is defined as July 1 of a calendar year through June 30 of the succeeding calendar year.
b) Any former or prospective Member Agency may enter or re-enter the organization by petition to the Council by its governing body, and majority approval of the petition by the Council. Upon approval, the new Member Agency must agree in writing to all terms of this Agreement.
c) Should a Member Agency withdraw less than 120 days prior to the commencement of the fiscal year, the withdrawal will be effective but that Member Agency will be responsible for its calculated contribution for that year pursuant to Article V.
d) Should a Member Agency give required notice and withdraw from the Agreement, the prior contribution of that Member Agency will be divided equally by formula among the remaining Member Agencies.
