Common use of Withdrawal and Resignation of Unitholders Clause in Contracts

Withdrawal and Resignation of Unitholders. No Unitholder shall have the power or right to withdraw or otherwise resign (and each shall not withdraw or otherwise resign) from Holdings LLC prior to the dissolution and winding up of Holdings LLC pursuant to Article XII without the prior written consent of the Board (which consent may be withheld by the Board in its sole discretion) except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby; provided, that the withdrawal or resignation of a Summit Investor as a Member shall also require the consent of the Majority Other Investors. Upon a Transfer of all of a Unitholder’s Units in a Transfer permitted by this Agreement, and (if applicable) any Equity Agreements, subject to the provisions of Section 9.5, such Unitholder shall cease to be a Unitholder. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Unitholder shall not be considered a Unitholder for any purpose after the effective time of such complete withdrawal and, in the case of a partial withdrawal, such Unitholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal. For the avoidance of doubt an Event of Withdrawal shall not be deemed a withdrawal or resignation of such Member pursuant to this Section 11.1.

Withdrawal and Resignation of Unitholders. No So long as a Unitholder holds any Membership Interest, no Unitholder shall have the power or right to withdraw or otherwise resign (and each shall not withdraw or otherwise resign) be expelled from Holdings LLC the Company prior to the dissolution and winding winding-up of Holdings LLC the Company pursuant to Article XII without 18, except simultaneous with the prior written consent of the Board (which consent may be withheld by the Board in its sole discretion) except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby; provided, that the withdrawal or resignation of a Summit Investor as a Member shall also require the consent of the Majority Other Investors. Upon a Transfer of all of a Unitholder’s Units or Unitholder Securities in a Transfer permitted by this AgreementAgreement and if such Transfer is to a person or entity that is not a Unitholder, and (if applicable) any Equity Agreements, subject the admission of such person or entity as a Unitholder pursuant to Section 11.1. Any such withdrawal or resignation or attempted withdrawal or resignation by a Unitholder prior to the provisions dissolution or winding-up of Section 9.5the Company shall be null and void, except as otherwise expressly permitted by this Agreement. As soon as any Person who is a Unitholder fails to hold any Membership Interests, such Person shall no longer be a Unitholder. A Unitholder shall not cease to be a UnitholderUnitholder as a result of the bankruptcy of such Unitholder or as a result of any other events specified in Section 18-304 of the Delaware Act. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal, any completely withdrawing Unitholder shall will not be considered a Unitholder for any purpose after the effective time of such complete withdrawal withdrawal, and, in the case of a partial withdrawal, such Unitholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the effective time of such partial withdrawal. For The provisions hereof with respect to distributions upon withdrawal are exclusive, and no Unitholder shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the avoidance of doubt an Event of Withdrawal shall not be deemed a withdrawal Delaware Act or resignation of such Member pursuant to this Section 11.1otherwise.