Mandatory Withdrawal Sample Clauses

Mandatory Withdrawal. 6.2.1 A Member may be required to withdraw from the Company with respect to a Series on a date specified by the Company to such Member if: (a) the Manager determines, in its reasonable discretion, that the continued membership of the Member in such Series would constitute or give rise to a violation of applicable law or would otherwise cause a material adverse effect on the Company, the relevant Series or the Manager, or their respective affiliates, members or other equity holders, (b) the Manager determines that a Member’s continued participation in a Series may cause the Company or such Series to be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes, or

Mandatory Withdrawal. The Board may, in its sole discretion, require and cause the withdrawal of all or any number of a Member's Units (the "Redeemed Unit") at any time. Without limiting the generality of the foregoing, a Member's Units may be redeemed involuntarily and without notice to the extent necessary for the Company to comply with the provisions of applicable Law or if the Board or the Adviser determines that not redeeming a Member's Units would result in an Impermissible Event.

Mandatory Withdrawal. (1) The Company may, in the sole discretion of the Managers, require that a Member’s Company Interest be withdrawn in its entirety in the event the Managers determine or have reason to believe that: (a) such Member has breached a material provision of this Agreement; or (b) a Bankruptcy Action has occurred (i) with respect to such Member; or (ii) with respect to Panda Interests LLC, a Bankruptcy Action has occurred with respect to Lammot J. du Pont; or (iii) with respect to Mercer Interests LLC, a Bankruptcy Action has occurred with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (2) Upon such mandatory withdrawal, the Withdrawing Member will receive the Appraised Value (as defined in and calculated pursuant to Section 14.5 below) for such Withdrawing Member’s Company Interest, determined as of the time the event giving rise to the mandatory withdrawal occurred. Any such mandatory withdrawal will be effective as of the date designated by the Company in a notice to the Withdrawing Member (which shall be not less than ten (10) days after delivery of the notice of mandatory withdrawal).

Mandatory Withdrawal. A Partner shall immediately become an Inactive Partner and its Project or the Project of its Partner Affiliate shall be immediately disconnected from the Transmission Line if the Project owned or operated by such Partner or its Partner Affiliate that utilizes the Transmission Line shall cease to be a Qualifying Facility (a "Non-Qualifying Facility"). In addition, the Partner (or its Partner Affiliate) owning or operating such Non-Qualifying Facility shall be required to withdraw immediately from the Partnership, and its Percentage Interest shall be re-allocated among the remaining Partners, unless, within sixty (60) days thereafter, such Partner obtains an order or no-action letter from FERC, or an opinion of counsel reasonably acceptable to the Partnership, to the effect that the continued ownership of the Partnership Interest by such Partner, or the continued ownership of the disconnected Non-Qualifying Facility by such Partner or its Partner Affiliate, does not adversely affect (A) the benefit to the other Partners of the order of FERC set forth at 44 FERC ss. 61,442, as the same may have been extended or modified by further FERC orders or (B) the Qualifying Facility status of the Projects owned and operated or leased by the other Partners or their respective Partner Affiliates or the status of the Transmission Line as a part of one or more Qualifying Facilities. In the alternative, if the reasons for Non-Qualifying Facility status relate to the ownership of the Partnership Interest or the affected Project, the Partner may elect, within such sixty (60) days, to transfer its Partnership Interest in accordance with Section 12 hereof, or to transfer the ownership of the Project, so that the Partner's or the Partner Affiliate's Project shall be a Qualifying Facility (except as for otherwise permitted by Section 12.5). A Partner withdrawing from the Partnership pursuant to this Section 15.1 shall promptly comply with clauses (ii), (iii), and (iv) of Section 15.2.

Mandatory Withdrawal. 11 SECTION 4.04. Liquidating Share .................................... 12 SECTION 4.05.

Mandatory Withdrawal. The General Partner in its sole discretion may cause the withdrawal of all or any part of a Limited Partner's Interests in the Fund, in accordance with Section 11.05 for any reason or no reason. Each Limited Partner expressly agrees that the General Partner's decision to withdraw any Limited Partner's Interests in the Fund under this Section 8.04 is final and conclusive. In its sole discretion, the General Partner may (i) pay a Limited Partner all or any portion of any proceeds payable under this Section 8.04 in accordance with Section 11.06, and/or (ii) contribute all or any portion of such withdrawal proceeds to such Limited Partner’s capital account in The Lion Fund, L.P., a Delaware limited partnership to which the General Partner serves as general partner, subject to and in accordance with the terms of the Limited Partnership Agreement of The Lion Fund, L.P., as amended from time to time.

Mandatory Withdrawal. Unless the General Partner otherwise determines, an individual Limited Partner shall be required to withdraw from the Partnership upon the termination of his/her employment by TAH and its affiliates prior to the vesting of his/her interest under paragraph 3.01(c), except for a termination by reason of normal retirement under the employer's policies, death or disability, and such Limited Partner's Partnership interest shall be liquidated under Section 4.04 or purchased by the General Partner for retransfer to substituted Limited Partners under Section 3.01(c)(iii).

Mandatory Withdrawal. The Qualified Public Depository shall be required to withdraw from the Collateral Pool as provided in Tennessee Code Annotated §9-4-517. The Treasurer shall notify the Qualified Public Depository of the effective date of the withdrawal not less than thirty (30) calendar days prior to such effective date. Within ten (10) Business Days after receipt of such notification, the Qualified Public Depository shall notify in writing each public depositor having public deposits at the Qualified Public Depository of the effective date of the withdrawal.

Mandatory Withdrawal. In addition to the provisions of Section 3.6, the General Partner may, without the consent of any Limited Partner, by notice to a Limited Partner, require the Limited Partner’s Interest to be withdrawn in its entirety from the Partnership pursuant to this Section 9.7, effective on any date designated by the General Partner, in the event the General Partner determines in its reasonable judgment after good faith consultation with outside counsel to the Partnership: (a) Such Limited Partner has transferred or taken substantial steps to transfer any portion of his Interest in the Partnership in violation of Article IX; (b) Ownership of such Limited Partner’s Interest by such Limited Partner will cause the Partnership to be in violation of the securities laws or any other law, rule or regulation of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the General Partner, the Manager or any of their Affiliates; (c) Continued ownership of such Limited Partner’s Interest by such Limited Partner may subject the Partnership or any of the Partners to a material risk of adverse tax or other fiscal consequences, including, without limitation, adverse consequences under ERISA or FATCA; provided, however, that the General Partner shall consult with the Limited Partner prior to taking any action and give the Limited Partner reasonable opportunity to cure including by transfer of its Interest to an Affiliate of the Limited Partner (subject to the provisions of Section 9.3), unless the General Partner determines in its reasonable discretion that such consultation or the offering of an opportunity to cure could subject the Partnership or any Partner to any of the risks described in this Section 9.7(c); (d) By virtue of such Limited Partner’s Interest in the Partnership, the assets of the Partnership are, in the sole discretion of the General Partner, (i) reasonably likely to be characterized as assets of an employee benefit plan for purposes of the Plan Asset Regulations, ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such plan is subject to ERISA, Section 4975 of the Code or any Similar Law, or (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the Investment Company Act or the Partnership or the General Partner is reasonably likely to be in violation of any law, rule, regulation or order; provided, however, that the General ...