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) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request. (d) If a Member withdraws its interest in the Company pursuant to this Section 7.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Member, the Company shall be wound down in accordance with Section 8.3.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Solar Capital Ltd.), Limited Liability Company Agreement (Solar Senior Capital Ltd.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(ai) 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 the 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 electionshall, 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 (diii) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.2(i), but in no event later than ten (10) business days after such request.
(bii) 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 Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (ciii) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.2(ii), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(diii) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Golub Capital BDC 3, Inc.), Limited Liability Company Agreement (Golub Capital Investment Corp)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dc) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.02(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 breaches such Member’s obligation under the immediately following sentence, or if any of the other Members Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (c) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.02(b), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.27.02, it shall receive, in full payment for such withdrawn interest from cash and cash equivalents available for distribution pursuant to Article V (and subject to the proviso in Section 5.01(b)(iii) if then applicable to such Member is the obligor with respect to an outstanding Default Loan), the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.05). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.02, then, subject to Section 8.02(b), the Company shall be wound down in accordance with Section 8.3dissolve as provided by Article VIII.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Owl Rock Core Income Corp.), Limited Liability Company Agreement (Owl Rock Capital Corp)
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 the other Member’s ownership of an interest a Membership Interest in the Company, the Company would be required to register as an investment company under the Investment Company Act of 1940, as amendedAct, such other Member or Members shall at their electionshall, 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 (dSection 8.2(c) below) their respective interest its Membership Interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a8.2(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 violate 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 law or regulation to which the Company, a Member, or such Member’s obligation under investment in the immediately following sentenceCompany may be subject from time to time (collectively, “Investor Laws”), or if any of the other Members Member 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, any 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (cSection 8.2(c) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b8.2(b), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest Membership Interest in the Company pursuant to this Section 7.28.2, it shall receive, in full payment for such withdrawn Membership Interest from first cash and cash equivalents available for distribution pursuant to Article 6 (and subject to the proviso in Section 6.1(b) if then applicable to such Member as the obligor with respect to an outstanding Default Loan), the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn Membership Interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 10.5 and taking into account all Capital Contributions contributed by such Member to the Company with respect to a Subscription Facility pursuant to Section 8.2(d)). If a Member withdraws its entire Membership Interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 8.2, then, subject to Section 9.2(b), the Company shall dissolve as provided by Article 9.
(d) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to withdraw its Membership Interest from the Company, prior to the effectiveness of such withdrawal, such Member shall be wound down obligated to fund such Capital Contributions as may be required under the terms of a Subscription Facility as a result of such withdrawal (taking into account all Capital Contributions already contributed by such Member to the Company with respect to the Subscription Facility); provided, that in accordance with Section 8.3no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Carlyle GMS Finance, Inc.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(a) Notwithstanding any provision contained herein of this Agreement to the contrary, if a Member shall obtain obtains an opinion of counsel to the effect that, as a result of any the 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 19401940 Act, as amended, such then the other Member or Members shall at their electionshall, upon written notice from such the 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 (dc) below) their respective its interest in the Company (including their respective its Capital Commitment) to the extent such that the first Member has determined, based upon such the 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.02(a), but in no event later than ten (10) business days after such request.
(b) Notwithstanding any provision herein of this Agreement to the contrary, if a Member shall breach such breaches the Member’s obligation under the immediately following sentence, or if any of the other Members shall obtain Member obtains 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 the 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 the Member’s investment in the Company may be subject from time to time (collectively, “Investor Laws”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such then the Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.02(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members such Member the information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.02(b), but in no event later than ten (10) business days after such the request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.27.02, it shall receive, in full payment for the withdrawn interest from cash and cash equivalents available for distribution pursuant to Article V, the Members sum of the portion of the Capital Account attributable to the withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.05). Notwithstanding the foregoing, the Member that is partially withdrawing its interest shall work together in good faith receive the portion of the Capital Account attributable to negotiate the manner and timing of such withdrawal. Upon withdrawn interest after the withdrawal distribution of any Memberamounts pursuant to Section 5.01(b)(i) of this Agreement and prior to the distribution of any amount pursuant to Section 5.01(b)(ii). If a Member withdraws its entire interest in the Company pursuant to this Section 7.02, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article VIII.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (BlackRock Capital Investment Corp), Limited Liability Company Agreement (THL Credit, Inc.)
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 the other Member’s Members’ 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 electionshall, 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 its interest in the Company (including their respective its 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 (cd) 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) Notwithstanding any provision contained herein to the contrary, if any Member obtains West shall obtain an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member West under applicable insurance laws or enacted by the state of domicile of West, (ii) the Company constitutes an affiliate that must be included on its registration statement for purposes of the insurance Holding Company Act statute enacted by the state of domicile of West, or (iii) pursuant to U.S. GAAP or NAIC Statutory Accounting Principles, the financial statements of the Company must be consolidated for accounting purposes on the books of such MemberWest, such Member West may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other MemberWest, promptly furnish to West such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially or fully withdraws its interest in the Company pursuant to this Section 7.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon Subject to the withdrawal of any Memberforegoing, a Member withdrawing its interest pursuant to this Section 7.2 shall receive, in full payment for such withdrawn interest, the portion of the Capital Account attributable to such withdrawn interest (based on the then current Value of the Company shall be wound down in accordance with as determined pursuant to Section 8.39.5).
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Solar Capital Ltd.)
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 the other Member’s ownership of an interest a Membership Interest in the Company, the Company would be required to register as an investment company under the Investment Company Act of 1940, as amendedAct, such other Member or Members shall at their electionshall, 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 (dSection 8.2(c) below) their respective interest its Membership Interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a8.2(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 violate 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 law or regulation to which the Company, a Member, or such Member’s obligation under investment in the immediately following sentenceCompany may be subject from time to time (collectively, “Investor Laws”), or if any of the other Members Member 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, any 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (cSection 8.2(c) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b8.2(b), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest Membership Interest in the Company pursuant to this Section 7.28.2, it shall receive, in full payment for such withdrawn Membership Interest from first cash and cash equivalents available for distribution pursuant to Article 6 (and subject to the proviso in Section 6.1(b) if then applicable to such Member as the obligor with respect to an outstanding Default Loan), the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn Membership Interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 10.5 and taking into account all Capital Contributions contributed by such Member to the Company with respect to a Subscription Facility pursuant to Section 8.2(d)). If a Member withdraws its entire Membership Interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 8.2, then, subject to Section 9.2(b), the Company shall dissolve as provided by Article 9.
(d) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to withdraw its Membership Interest from the Company, prior to the effectiveness of such withdrawal, such Member shall be wound down obligated to fund such Capital Contributions as may be required under the terms of a Subscription Facility as a result of such withdrawal (taking into account all Capital Contributions already contributed by such Member to the Company with respect to the Subscription Facility); provided, that in accordance with Section 8.3no event shall any amounts funded by such Member exceed its Unfunded Capital Commitment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Carlyle Secured Lending, Inc.), Limited Liability Company Agreement (TCG Bdc, Inc.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(ai) 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 the 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, 1940 such other Member or Members shall at their electionshall, 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 (diii) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.2(i), but in no event later than ten (10) business days Business Days after receipt of such request.
(bii) 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 Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (ciii) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.2(ii), but in no event later than ten (10) business days Business Days after receipt of such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(diii) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5. If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then, subject to Section 8.2(b), the Company shall dissolve as provided by Article 8.
(iv) Notwithstanding anything in this Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to withdraw its interest from the Company, prior to the effectiveness of such withdrawal, such Member shall be wound down obligated to fund such Capital Contributions as may be required under the terms of a TRS or Facility as a result of such withdrawal (taking into account all Capital Contributions already contributed by such Member to the Company with respect to a TRS or Facility); provided, that in accordance with Section 8.3no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CION Investment Corp)
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 the other Member’s Members’ 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 amendedAct, such other Member or Members shall at their electionshall, 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 its interest in the Company (including their respective its 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(a8.2(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 (cd) 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(b8.2(b), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially or fully withdraws its interest in the Company pursuant to this Section 7.28.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon Subject to the withdrawal of any Memberforegoing, a Member withdrawing its interest pursuant to this Section 8.2 shall receive, in full payment for such withdrawn interest, the Company shall be wound down in accordance with Section 8.3portion of the Capital Account attributable to such withdrawn interest (based on the then current Value of the Company).
Appears in 1 contract
Samples: Limited Liability Company Agreement (SLR Investment Corp.)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dc) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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 obligations under the immediately following sentenceSection 7.2(a), or if any of the other Members Member 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”)and which violation would reasonably be expected to have a material adverse effect on the Company, such Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.2(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Limited Liability Company Agreement (PennantPark Floating Rate Capital Ltd.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(ai) 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 the 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 electionshall, 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 (diii) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.2(i), but in no event later than ten (10) business days after such request.
(bii) 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 Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (ciii) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.2(ii), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(diii) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5 (and subject to the Members shall work together proviso in good faith Section 5.1(b)(iii) if then applicable to negotiate such Member is the manner obligor with respect to an outstanding Default Loan), the sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5 and timing of taking into account all Capital Contributions contributed by such withdrawalMember to the Company with respect to a Subscription Facility pursuant to Section 7.2(iv)). Upon If a Member withdraws its entire interest in the withdrawal of any MemberCompany pursuant to this Section 7.2, then, subject to Section 8.2(b), the Company shall dissolve as provided by Article 8.
(iv) Notwithstanding anything in this Agreement or its Subscription Agreement to the contrary, each Member acknowledges and agrees that in the event such Member is entitled to withdraw its interest from the Company, prior to the effectiveness of such withdrawal, such Member shall be wound down obligated to fund such Capital Contributions as may be required under the terms of a Subscription Facility as a result of such withdrawal (taking into account all Capital Contributions already contributed by such Member to the Company with respect to the Subscription Facility); provided, that in accordance with Section 8.3no event shall any amounts funded by such Member exceed its uncalled Capital Commitment.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs BDC, Inc.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(a) Notwithstanding any provision contained herein of this Agreement to the contrary, if a Member shall obtain an obtains a bona fide opinion of counsel to the effect that, as a result of any the 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 19401940 Act, as amended, such then the other Member or Members shall at their electionshall, upon written notice from such the 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 (dc) below) their respective its interest in the Company (including their respective its Capital Commitment) to the extent such that the first Member has determined, based upon such the 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a8.02(a), but in no event later than ten (10) business days after such request.
(b) Notwithstanding any provision herein of this Agreement to the contrary, if a Member shall breach such breaches the Member’s obligation under the immediately following sentence, or if any of the other Members shall obtain an Member obtains a bona fide opinion of counsel to the effect that any contribution or payment payment
28 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 the 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 the Member’s investment in the Company may be subject from time to time (collectively, “Investor Laws”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such then the Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 8.02(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members such Member the information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b8.02(b), but in no event later than ten (10) business days after such the request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.28.02, it shall receive, in full payment for the withdrawn interest from cash and cash equivalents available for distribution pursuant to Article VI, the Members sum of the portion of the Capital Account attributable to the withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 10.05). Notwithstanding the foregoing, the Member that is partially withdrawing its interest shall work together in good faith receive the portion of the Capital Account attributable to negotiate the manner and timing of such withdrawal. Upon withdrawn interest after the withdrawal distribution of any Memberamounts pursuant to Section 6.01(b)(i) and (ii) of this Agreement and prior to the distribution of any amount pursuant to Section 6.01(b)(iii) and (iv). If a Member withdraws its entire interest in the Company pursuant to this Section 8.02, then the Company shall be wound down in accordance with Section 8.3.terminate as provided by Article IX. ARTICLE IX TERM,
Appears in 1 contract
Samples: Securities Purchase Agreement (Newtek Business Services Corp.)
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 the other Member’s Members’ 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 electionshall, 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 its interest in the Company (including their respective its 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 (cd) 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) Notwithstanding any provision contained herein to the contrary, if any a Voya Member obtains shall obtain an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Voya Member under applicable insurance laws or enacted by the state of domicile of such Voya Member, (ii) the Company constitutes an affiliate that must be included on its registration statement for purposes of the insurance Holding Company Act statute enacted by the state of domicile of such Voya Member, or (iii) pursuant to U.S. GAAP or NAIC Statutory Accounting Principles, the financial statements of the Company must be consolidated for accounting purposes on the books of such Voya Member, or its parent company, Voya Financial, Inc., such Voya Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other a Voya Member, promptly furnish to such other Voya Member any such information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially or fully withdraws its interest in the Company pursuant to this Section 7.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon Subject to the withdrawal of any Memberforegoing, a Member withdrawing its interest pursuant to Section 7.2 shall receive, in full payment for such withdrawn interest, the portion of the Capital Account attributable to such withdrawn interest (based on the then current Value of the Company shall be wound down in accordance with as determined pursuant to Section 8.39.5).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solar Senior Capital Ltd.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(ai) 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 the 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 electionshall, 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 (diii) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.2(i), but in no event later than ten (10) business days Business Days after such request.
(bii) 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 the other 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”)time, such Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (ciii) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.2 (ii), but in no event later than ten (10) business days Business Days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(diii) If a Member partially or fully withdraws its interest in the Company pursuant to this Section 7.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Member, the Company shall be wound down in accordance with Section 8.3.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solar Capital Ltd.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(ai) 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 the 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 electionshall, 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 (diii) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.2(i), but in no event later than ten (10) business days after such request.
(bii) 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 Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (ciii) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.2 (ii), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(diii) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Golub Capital BDC, Inc.)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dc) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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 Member 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”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.2(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fifth Street Finance Corp.)
Withdrawal by Members. Members may withdraw from the Company only as provided by this Agreement.
(a) Notwithstanding any provision contained herein of this Agreement to the contrary, if a Member shall obtain an obtains a bona fide opinion of counsel to the effect that, as a result of any the 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 19401940 Act, as amended, such then the other Member or Members shall at their electionshall, upon written notice from such the 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 (dc) below) their respective its interest in the Company (including their respective its Capital Commitment) to the extent such that the first Member has determined, based upon such the 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a8.02(a), but in no event later than ten (10) business days after such request.
(b) Notwithstanding any provision herein of this Agreement to the contrary, if a Member shall breach such breaches the Member’s obligation under the immediately following sentence, or if any of the other Members shall obtain an Member obtains a bona fide 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 the 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 the Member’s investment in the Company may be subject from time to time (collectively, “Investor Laws”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such then the Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 8.02(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members such Member the information as the other Members Member 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.29
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.28.02, it shall receive, in full payment for the withdrawn interest from cash and cash equivalents available for distribution pursuant to Article VI, the Members sum of the portion of the Capital Account attributable to the withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 10.05). Notwithstanding the foregoing, the Member that is partially withdrawing its interest shall work together in good faith receive the portion of the Capital Account attributable to negotiate the manner and timing of such withdrawal. Upon withdrawn interest after the withdrawal distribution of any Memberamounts pursuant to Section 6.01(b)(i) and (ii) of this Agreement and prior to the distribution of any amount pursuant to Section 6.01(b)(iv) and (iv). If a Member withdraws its entire interest in the Company pursuant to this Section 8.02, then the Company shall be wound down in accordance with Section 8.3.terminate as provided by Article IX. ARTICLE IX
Appears in 1 contract
Samples: Limited Liability Company Agreement (Newtek Business Services Corp.)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dc) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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 Member 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”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.2(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last quarterly valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Securities Purchase Agreement (Horizon Technology Finance Corp)
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 the other Member’s Members’ 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 electionshall, 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 its interest in the Company (including their respective its 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 (cd) 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) Notwithstanding any provision contained herein to the contrary, if any a Voya Member obtains shall obtain an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Voya Member under applicable insurance laws or enacted by the state of domicile of such Voya Member, (ii) the Company constitutes an affiliate that must be included on its registration statement for purposes of the insurance Holding Company Act statute enacted by the state of domicile of such Voya Member, or (iii) pursuant to U.S. GAAP or NAIC Statutory Accounting Principles, the financial statements of the Company must be consolidated for accounting purposes on the books of such Voya Member, or its parent company, Voya Financial, Inc., such Voya Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other a Voya Member, promptly furnish to such other Voya Member any such information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially or fully withdraws its interest in the Company pursuant to this Section 7.2, the Members shall work together in good faith to negotiate the manner and timing of such withdrawal. Upon Subject to the withdrawal of any Memberforegoing, a Member withdrawing its interest pursuant to this Section 7.2 shall receive, in full payment for such withdrawn interest, the portion of the Capital Account attributable to such withdrawn interest (based on the then current Value of the Company shall be wound down in accordance with as determined pursuant to Section 8.39.5).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solar Capital Ltd.)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dSection 7.2(c)) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) 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 Member shall obtain an opinion of counsel to the effect that any contribution or payment by a Member to the Company would cause the Company Member, 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.2(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) 10 business days after such request. For the avoidance of doubt, no Member shall be required to take any action in violation of Investor Laws.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last quarterly valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Securities Purchase Agreement (WhiteHorse Finance, Inc.)
Withdrawal by Members. Members Except as provided in this Section, a Member may not withdraw from the Company only as provided unless such withdrawal is approved by this Agreementthe Board.
(a) Notwithstanding any provision contained herein of this Agreement to the contrary, if a Member shall obtain obtains an opinion of counsel to the effect that, as a result of any the 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 19401940 Act, as amended, such then the other Member or Members shall at their electionshall, upon written notice from such the 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 (dc) below) their respective its interest in the Company (including their respective its Capital Commitment) to the extent such that the first Member has determined, based upon such the 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.02(a), but in no event later than ten (10) business days after such request.
(b) Notwithstanding any provision herein of this Agreement to the contrary, if a Member shall breach such breaches the Member’s obligation under the immediately following sentence, or if any of the other Members shall obtain Member obtains 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 the 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 the Member’s investment in the Company may be subject from time to time (collectively, “Investor Laws”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such then the Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.02(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members such Member the information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.02(b), but in no event later than ten (10) business days after such the request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.27.02, it shall receive, in full payment for the withdrawn interest from cash and cash equivalents available for distribution pursuant to Article V, the Members sum of the portion of the Capital Account attributable to the withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.05). Notwithstanding the foregoing, the Member that is partially withdrawing its interest shall work together in good faith receive the portion of the Capital Account attributable to negotiate the manner and timing of such withdrawal. Upon withdrawn interest after the withdrawal distribution of any Memberamounts pursuant to Section 5.01(b)(i) of this Agreement and prior to the distribution of any amount pursuant to Section 5.01(b)(ii). If a Member withdraws its entire interest in the Company pursuant to this Section 7.02, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article VIII.
Appears in 1 contract
Samples: Limited Liability Company Agreement (MONROE CAPITAL Corp)
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 the 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 amended1940 Act, such other Member or Members shall at their electionshall, 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 (dc) below) their respective its interest in the Company (including their respective its 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 MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a7.02(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 breaches such Member’s obligation under the immediately following sentence, or if any of the other Members Member 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 MembersMember, withdraw from the Company in accordance with the provisions of clause (c) below. Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(b7.02(b), but in no event later than ten (10) business days after such request.
(c) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.27.02, it shall receive, in full payment for such withdrawn interest from cash and cash equivalents available for distribution pursuant to Article V (and subject to the proviso in Section 5.01(b) if such Member is the obligor with respect to an outstanding Default Loan), the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.05). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.02, then, subject to Section 8.02(b), the Company shall be wound down in accordance with Section 8.3dissolve as provided by Article VIII.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Saratoga Investment Corp.)
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 is required to register as an investment company under the Investment 1940 Act or the Member’s investment in the Company Act of 1940would be required to be consolidated by such Member, as amended, such other either Member or Members shall at their electionmay, upon written notice from such first to the other 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 (dc) below) their respective its interest in the Company (including their respective its 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 such 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”)) and which violation would reasonably be expected to have a material adverse effect on the Company, such Member shall, upon written notice from any of the other MembersMember, withdraw from the Company in accordance with the provisions of clause (c) belowSection 7.2(c). Each Member shall, upon written request from the other MembersMember, promptly furnish to the other Members Member such information as the other Members Member 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) Notwithstanding any provision contained herein to the contrary, if any Member obtains an opinion of counsel or its independent auditor, as applicable, to the effect that (i) its investment in the Company is not or ceases to be a permitted investment for such Member under applicable laws or (ii) pursuant to GAAP the financial statements of the Company must be consolidated for accounting purposes on the books of such Member, such Member may, at its option, upon written notice to the other Members, withdraw from the Company in accordance with the provisions of clause (d) below. Each Member shall, upon written request from any other Member, promptly furnish to such other Member any information as it may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(c), but in no event later than ten (10) business days after such request.
(d) If a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5, the Members shall work together sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company as determined as of the date of the last quarterly valuation pursuant to Section 9.5). If a Member withdraws its entire interest in good faith the Company pursuant to negotiate the manner and timing of such withdrawal. Upon the withdrawal of any Memberthis Section 7.2, then the Company shall be wound down in accordance with Section 8.3terminate as provided by Article 8.
Appears in 1 contract
Samples: Securities Purchase Agreement (Business Development Corp of America)
