Withdrawing Developer During Entitlement Stage Sample Clauses

Withdrawing Developer During Entitlement Stage. A Developer may withdraw as a member of the Company under this Section 13.1 only after the earlier of (i) the date the Entitlements have been obtained, and (ii) the fifth anniversary of the Effective Date (and only if the Company has not dissolved or is not in the process of dissolution in accordance with Article 14). A Developer may also elect to withdraw as a Member of the Company under this Section 13.1 at any time after such Developer’s Percentage Interest is reduced to below five percent (5%). A Developer may elect to exercise its right to withdraw as a member of the Company in accordance with this Section 13.1 by delivering written notice of such election to the Management Committee (the “Withdrawal Notice”). Further, during the Entitlement Stage, a Developer shall be deemed to have elected to withdraw as a member of the Company (a “Deemed Withdrawal”) if such Developer is the only Member that does not approve (or is deemed to have disapproved pursuant to Section 7.1B) the initial Development Business Plan pursuant to Section 2.3D(2). Any Withdrawing Developer shall have no right of reimbursement from, or any further right, title or interest in, the Company or to the Master Project (including any Capital Contributions previously made by such Developer), except that the amount of the Withdrawing Developer’s total unreturned Capital Contributions which have been made prior to the date of the Withdrawal Notice or effective date of the Deemed Withdrawal shall be converted to Subordinated Debt.