Assignment by Members Sample Clauses

Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.
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Assignment by Members. Each Member may sell, assign, transfer, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber (including by operation of law) all or any part of such Member's Membership Interest (including any Units or other Economic Interest) (each such event, a "Transfer"), provided that no such Transfer will be effective unless and until the transferee shall have executed and delivered to the Company an agreement in form and substance satisfactory to the Managing Member to be bound by the provisions of this Agreement applicable to the Membership Interest Transferred, and no such assignment shall relieve the assignor of its obligations hereunder unless such assignee is admitted as a substitute Member pursuant to Section 10.3.
Assignment by Members. Subject to Section 3.5(b) regarding the --------------------- -------------- rights of Xxxxx Xxxxx to allocate the Pool, no Management Holder shall transfer any Management Units of the Company, or offer to Transfer all or any part of such Management Holder's Management Units in the Company (whether voluntarily or involuntarily) without the consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion, other than a transfer to the Company to reallocated Management Units to the unallocated Pool. Each transferee of Units or other interest in the Company shall as a condition prior to such Transfer execute a joinder agreement in a form satisfactory to the Managing Member pursuant to which such transferee shall agree to be bound by the provisions of this Agreement (it being understood that any such Transfer shall have the effect of Transferring an economic interest in such Units and shall not have the effect of Transferring any other rights of a Member unless such Transferee is admitted as a substitute Member pursuant to Section 11.3). Any ------------ Transfer by a Member of any part of Units to a Person who is not a Member shall not relieve such Member of any of its obligations with respect to such Units.
Assignment by Members. Except as otherwise expressly provided in this Section 8.2, a Member shall not sell, assign, transfer or encumber all or any part of his Interest to any other Person, whether or not a Member, unless the assignment is effected by substitution of the assignee as a Member in compliance with the following conditions:
Assignment by Members. (a) A Holder may not sell, assign, transfer, pledge, mortgage or otherwise dispose of all or any part of such Person’s Units or other interest in the Company unless the Managing Member shall have consented at its sole discretion to such transfer or assignment in writing, except for a transfer of all or any part of such interest (i) to such Person’s estate, heirs or beneficiaries upon such Person’s death, (ii) to any trust, partnership or other entity established for the sole benefit of such Person’s heirs or beneficiaries, or (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disability.
Assignment by Members. 18 8.3 Void Transfers; Effective Date.................................................................19 ARTICLE IX
Assignment by Members. 11.1.1 Except in connection with (i) an Approved Sale, (ii) a Public Sale, (iii) a sale to HIG or the Company pursuant to an Executive Securities Agreement, (iv) a Transfer by HIG to a Key Person of the Company or its Subsidiaries, (v) a Transfer contemplated by Section 11.4 below or (vi) a sale pursuant to Section 11.5 below (collectively, “Exempt Transfers”), no Member shall sell, pledge, assign or transfer, or offer to sell, pledge, assign or transfer or otherwise Dispose of (a “Transfer”) all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior consent of the Board, which consent may be withheld in the sole discretion of the Board.
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Assignment by Members. 18 8.3 Void Transfers; Effective Date ................................................... 18 ARTICLE IX ACCOUNTING AND RECORDS; CERTAIN TAX MATTERS
Assignment by Members. No Member shall be permitted to Transfer all or a portion of such Member’s Units except subject to, and in compliance with, this Article X. Each Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. In connection with the Transfer of any Units, the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer and the Board may, but is not obligated to, require prior to approving any Transfer, an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 10.1, and a transferee shall be admitted to the Company as a Member only following the approval of the Board and upon execution of a counterpart signature page to this Agreement. Any Transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be invalid, null, void and ineffectual and shall not bind or be recognized by the Company or any other party.
Assignment by Members. No Member shall assign or transfer all or any of its rights or obligations under this Deed without the prior written consent of the Bank.
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