WITHDRAWAL RIGHTS AND PUT RIGHTS Sample Clauses

WITHDRAWAL RIGHTS AND PUT RIGHTS. A willing buyer would certainly be more willing to acquire an interest in an entity if the buyer were able to voluntarily withdraw from the entity and compel the entity to pay fair value for that equityholder’s interest. One must distinguish the right to withdraw verses a put right. The LLC and limited partnership statutes of many states give a member or a limited partner, as the case may be, a right to withdraw, in which event the member or limited partner will have only an assignee interest. However, states do not typically give a withdrawing member or a limited partner a put right, that is, the right to compel the LLC or limited partnership to pay fair value for the withdrawing equityholder’s interest in the entity. Withdrawal rights and put rights are not subject to §2704(a) or §2703. However, as discussed in Section V.B., above, apparently it is the IRS’ position that a restriction on the power of an equityholder to withdraw from the entity is a §2703 applicable restriction. Reg §25.2704- 2(d), Example 5 appears to take that position as well, but that may be inadvertent. However, the cases cited in Section V.B. clearly reject the IRS’ position. Reg §25.2704-2 provides that an “applicable restriction” will be disregarded in determining the value of an interest. An applicable restriction is a limitation on the ability to liquidate the entity (in whole or in part) that is more restrictive than the limitations that would apply under state law…in the absence of the restriction. As discussed above at V.B, so long as the withdrawal of an equityholder from the entity does not trigger dissolution of the entity under state law, then the restriction on the ability of an equityholder to withdraw should not be an applicable restriction, since it is not a restriction on the right to cause liquidation of the entity. If a restriction on the right to withdraw is not an applicable restriction under §2704(b), then the entity agreement can flatly prohibit withdrawal. If such a right to withdraw is covered by the applicable restriction rules, then resort would need to be made to applicable state law to determine what rights an equityholder has to withdraw. In states that do not permit withdrawal or that permit withdrawal with only unanimous approval, then this is not an issue, since the entity agreement can merely mirror state law. As For LLCs in Oklahoma. In Oklahoma, under 18 OS §2036. A member has the power to withdraw as a member at any time, rightfully or wrongfully....
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Related to WITHDRAWAL RIGHTS AND PUT RIGHTS

  • Withdrawal Rights Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

  • Recall Rights 12.1 The parties agree that Local boards will increase the length of time contained in their local collective agreements providing rights to recall by an additional two (2) years.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Additional Rights Our rights under this Clause shall be in addition and without prejudice to other rights of disclosures available pursuant to the Banking Act, Chapter 19 of Singapore (as may be amended and substituted from time to time) or any other statutory provision and in law and nothing herein is to be construed as limiting any of these other rights.

  • Withdrawal of Consent The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

  • Rights of Rescission and Withdrawal for Holders Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

  • Residual Rights Licensee may, subject to Oracle's copyrights or patent rights, use any information retained in the unaided memory of its employees and other agents after accessing the TCK.

  • Termination of Recall Rights The layoff shall be a termination of employment and recall rights shall lapse if the layoff lasts for more than twenty-four (24) consecutive months without recall.

  • CSEA Rights CSEA shall have the following rights in addition to the rights contained in any other portion of this Agreement.

  • Individual Rights Nothing contained herein shall be construed as limiting the right of any employee having a complaint to discuss the matter through administrative channels and to have the problem adjusted without the intervention of the Association, as long as the Association is notified in writing of the disposition of the matter and such disposition is not inconsistent with the terms of this Agreement.

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