Dispositions and Encumbrances of Membership Interests Sample Clauses

Dispositions and Encumbrances of Membership Interests a) Except to the extent permitted by this Section 8.01, a Member (the “Disposing Member”) may not Dispose of all or any portion of its Membership Interest (the “Subject Interest”) to a Person who is not a Permitted Transferee of such Member unless and until (i) the other terms and conditions set forth in this Section 8.01 have been satisfied and (ii) such Disposition has been approved by the requisite approval of the Management Committee. If any Disposing Member intends to dispose of its Membership Interest pursuant to a bona fide offer (“Acquisition Proposal”) from a Person who is not a Permitted Transferee, such Disposing Member shall notify the Management Committee and the other Members in writing (“Transfer Notice”), which Transfer Notice shall specify the identity of the proposed transferee and the terms and conditions (including the cash and a description of the non-cash consideration constituting the purchase price) of the proposed Disposition and shall include a complete copy of the Acquisition Proposal. Except with respect to a proposed Disposition to a Permitted Transferee, the Members (other than the Disposing Member) shall have the right, at any time during the period (the “Exercise Period”) that ends at 5:00 p.m. Houston, Texas time on the 30th day after receipt of the Transfer Notice to elect to purchase the Subject Interest at the price and on the terms and conditions set forth in the Acquisition Proposal. Any Member(s) who elect to purchase the Subject Interest (each, a “ROFR Buyer”) must furnish written notice (each, a “ROFR Acceptance”) to the Disposing Member prior to termination of the Exercise Period.
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Dispositions and Encumbrances of Membership Interests. A Member shall not encumber or make a sale, assignment, transfer, conveyance, gift, exchange, or other disposition (voluntarily, involuntarily, or by operation of law) of all or any portion of his Membership Interest in the Company, including a disposition resulting from the death or divorce of a Member, without the prior written consent of a Majority of Voting Members for 24 months from the effective date. Any attempted disposition or encumbrance, other than in strict compliance with this section 5.2, shall be, and is hereby declared, null and void ab initio. Notwithstanding, after 24 months from the effective date, any member may assign, sell, transfer or convey its ownership interest without approval of the Company and the members. However, the voting rights granted to the members in Article 1.5 shall not be transferred without the consent of a Majority of Voting Members. Therefore, the recipients of the conveyance shall have no voting rights unless approved as set forth herein.
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Dispositions and Encumbrances of Membership Interests. 26 Section 16.1 Dispositions and Encumbrances of Membership Interests.......26 Section 16.2 Permitted Dispositions and Encumbrances.....................27
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Dispositions and Encumbrances of Membership Interests. (a) A Disposition or Encumbrance of all or any portion of a Membership Interest may be effected only in strict accordance with the provisions of this Section 16.1. Any attempted Disposition or Encumbrance by a Member of a Membership Interest other than in strict accordance with this Section 16.1 is void, and the Company shall not recognize it. The Members agree that a breach of the provisions of this Section 16.1 may cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedy at law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provision and (ii) the uniqueness of the Company business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Section 16.1 may be enforced by specific performance.
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Dispositions and Encumbrances of Membership Interests. 11 3.04 CREATION OF ADDITIONAL MEMBERSHIP INTEREST.........................14 3.05
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Dispositions and Encumbrances of Membership Interests 
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Related to Dispositions and Encumbrances of Membership Interests

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • 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.

  • Due on Sale and Encumbrance; Transfers of Interests (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

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