Assignment of Membership Interest. A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.
Assignment of Membership Interest. Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");
Assignment of Membership Interest. An Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement"), executed by Contributor;
Assignment of Membership Interest. The Member may assign in whole or in part its membership interest in the LLC. If the Member assigns all of its membership interest in the LLC, the transferee shall be automatically be admitted as a member of the LLC and immediately following such admission the transferor member shall cease to be a member of the LLC.
Assignment of Membership Interest. Seller shall have executed and delivered to Purchaser an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement").
Assignment of Membership Interest. Reference is made to that certain Pledge and Security Agreement (“Agreement”) dated November __, 2005 by and between BASIC CARE NETWORKS, INC., a Delaware corporation (“Pledgor”) in favor of PARK SLOPE MANAGEMENT ASSOCIATES, LLC, a New York limited liability company (the “Secured Party”). For good and valuable consideration the receipt of which is hereby acknowledged, pursuant to the Agreement, the undersigned Pledgor hereby assigns all right, title and interest in the membership interests held by Pledgor of Basic Care Networks (Park Slope), LLC, a New York limited liability company, to the Secured Party, effective upon the occurrence of a Remedy Event Date (as defined in the Agreement). BASIC CARE NETWORKS, INC. By: Xxxxxx Xxxxxxxx Chief Executive Officer FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT OF PARK SLOPE MANAGEMENT ASSOCIATES, LLC THIS FIRST AMENDMENT (“Amendment”) dated as of February 10, 2006, by and among PARK SLOPE MANAGEMENT ASSOCIATES, LLC, a New York limited liability company having its principal place of business at 0 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx (“Seller”), BASIC CARE NETWORKS (Park Slope), LLC, a New York limited liability company having its principal place of business at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 (“Buyer”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 (“Parent”), of which Buyer is a wholly-owned subsidiary, is an amendment to that certain Asset Purchase Agreement dated November 18, 2005 by and among the Parent, Buyer and Seller (the “Agreement”). The parties mutually agree that Section 4(k) of the Agreement is hereby amended and restated to read in its entirety as follows:
Assignment of Membership Interest. (a) A membership interest in a limited liability company may be wholly or partly assigned.
Assignment of Membership Interest a. A Member may assign his or her Membership Interest in the Company in whole or in part. The assignment of a Membership Interest does not in and of itself entitle the assignee to participate in management, or otherwise become a Member. The assignee is only entitled to receive to the extent assigned, the distributions the assigning Member would otherwise be entitled to, and the assignee will only become an assignee of a Membership Interest and not a substitute Member.
Assignment of Membership Interest. Subject to the provisions of Section 11.03, a Member may sell, assign or otherwise dispose of all or any part of its Capital Interest in the Company and the assignee thereof shall automatically become a Member upon execution of a joinder agreement.
Assignment of Membership Interest. A. Unless otherwise provided by this Operating Agreement:
