Common use of Assignment Generally Clause in Contracts

Assignment Generally. Except as provided in Section 10.2 of this Operating Agreement, each minority shareholder Member hereby covenants and agrees that it will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of its interest in the Company to any person, firm, corporation, trust or other entity without first offering in writing to sell such interest to the Company. The Company shall have the right to accept the offer at any time during the thirty (30) days following the date on which the written offer is delivered to the Company. The consent of eighty percent (80%) of the Members shall be required to authorize the exercise of such option by the Company. If the Company shall fail to accept the offer within the thirty (30)-day period, such interest may during the following sixty (60) days be disposed of free of the restrictions imposed by this Operating Agreement; provided, however, that the purchase price for such interest shall not be less and the terms of purchase for such interest shall not be more favorable than the purchase price and terms of purchase that would have been applicable to the Company had the Company purchased the interest; provided further that the purchaser shall first become a Member pursuant to this Operating Agreement; and provided further that any interest not so disposed of within the sixty (60)day period shall thereafter remain subject to the terms of this Operating Agreement. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the unanimous written consent of the non-assigning Members.

Assignment Generally. Except as provided in Section 10.2 of this Operating Agreement, each minority shareholder Each Member hereby covenants and agrees that it they will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of its their interest in the Company to any person, firm, corporation, trust or other entity without first offering in writing to sell such interest to the Company. The Company shall have the right to accept the offer at any time during the thirty (30) 30 days following the date on which the written offer is delivered to the Company. The consent of eighty percent (80%) of all the Members Managers shall be required to authorize the exercise of such option by the Company. If the Company shall fail to accept the offer within the thirty (30)-day 30 day period, such interest may during the following sixty (60) 60 days be disposed of free of the restrictions imposed by this Operating Agreement; provided, however, that the purchase price for such interest shall not be less and the terms of purchase for such interest shall not be more favorable than the purchase price and terms of purchase that would have been applicable to the Company had the Company purchased the interest; provided further that the purchaser shall first become a Member pursuant to this Operating Agreement; and provided further that any . Any interest not so disposed of within the sixty (60)day 60-day period shall thereafter remain subject to the terms of this Operating Agreement. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the unanimous written consent of a majority of the non-assigning Member-Managers; or, if there are no Member-Managers, upon the consent of a majority of the non-assigning Members.

Assignment Generally. Except as provided in Section 10.2 of this Operating Agreement, each minority shareholder Each Member hereby covenants and agrees that it he will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of its his interest in the Company to any person, firm, corporation, trust or other entity without first offering in writing to sell such interest to the Company. The Company shall have the right to accept the offer at any time during the thirty (30) 30 days following the date on which the written offer is delivered to the Company. The consent of eighty percent (80%) of all the Members Managers shall be required to authorize the exercise of such option by the Company. If the Company shall fail to accept the offer within the thirty (30)-day 30 day period, such interest may during the following sixty (60) 60 days be disposed of free of the restrictions imposed by this Operating Agreement; provided, however, that the purchase price for such interest shall not be less and the terms of purchase for such interest shall not be more favorable than the purchase price and terms of purchase that would have been applicable to the Company had the Company purchased the interest; provided further that the purchaser shall first become a Member pursuant to this Operating Agreement; and provided further that any interest not so disposed of within the sixty (60)day 60-day period shall thereafter remain subject to the terms terras of this Operating Agreement. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the unanimous written consent of all the interests of the non-assigning Members.

Assignment Generally. Except as provided in Section 10.2 of this Operating Agreement, each minority shareholder Each Member hereby covenants and agrees that it he will not sell, assign, transfer, mortgage, pledge, encumber, hypothecate or otherwise dispose of all or any part of its his interest in the Company to any person, firm, corporation, trust or other entity without first offering in writing to sell such interest to the Company. The Company shall have the right to accept the offer at any time during the thirty (30) 30 days following the date on which the written offer is delivered to the Company. The consent of eighty percent (80%) of all the Members Managers shall be required to authorize the exercise of such option by the Company. If the Company shall fail to accept the offer within the thirty (30)-day 30 day period, such interest may during the following sixty (60) 60 days be disposed of free of the restrictions imposed by this Operating Agreement; provided, however, that the purchase price for such interest shall not be less and the terms of purchase for such interest shall not be more favorable than the purchase price and terms of purchase that would have been applicable to the Company had the Company purchased the interest; provided further that the purchaser shall first become a Member pursuant to this Operating Agreement; and provided further that any interest not so disposed of within the sixty (60)day 60-day period shall thereafter remain subject to the terms of this Operating Agreement. Notwithstanding the preceding sentence, no assignee of a Membership Interest shall become a Member of the Company except upon the unanimous written consent of all the interests of the non-assigning Members.