Disposition by Members Sample Clauses

Disposition by Members. Any Disposition by any Member of all or part of its Ownership Interest to any Person other than a Controlled Affiliate of the Disposer shall be made only upon the prior written consent of the other Member, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained herein, in no event may any Member dispose of all or any part of its Ownership Interest to a Controlled Affiliate or any other Person if as a consequence thereof the Company shall (a) lose its status as an Exempt Wholesale Generator (as defined by FERC) or any comparable status under then Applicable Law, or (b) otherwise become subject to any Applicable Law to which it was not previously subject and which would result in any material increase in its costs of operation or decrease in its operating flexibility.
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Disposition by Members. Except as otherwise permitted by this Article XII, no Class A Member may Dispose of all or a portion of its Membership Interest without the prior written approval of the Managing Member(s), who may approve or disapprove of any such transfer in his absolute discretion. A Class B Member may Dispose of all or a portion of its Membership Interest without the prior written approval of the Managing Member(s), provided that the Assignee expressly assumes all of the obligations of the Class B Member under this Agreement by a writing delivered to the Company. Any such Assignee of a Class B Member shall automatically become a Substitute Member entitled to the rights of a Class B Member hereunder, provided that the requirements of this Section 12.0.1 are fulfilled. Transferees of Membership Interests transferred pursuant to the terms of this Article XII shall be Assignees, subject to the terms of Article XIII. In no event may any Membership Interest be Disposed of:
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Disposition by Members. Except as otherwise provided herein and so long as this Agreement shall remain in full force and effect, no Member shall Dispose of all or any portion of such Member’s Units. Any attempted Disposition by a Member of his or its Units, or any part thereof, other than in accordance with this Agreement shall be, and is hereby declared, null and void ab initio.
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Related to Disposition by Members

  • INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

  • Communication by Holders with Other Holders Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

  • Cooperation by Holders The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

  • Communication by the Holders with Other Holders The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuers, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Communications by Holders with Other Holders Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

  • Information by Holders The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I or II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following:

  • Indemnification by the Members Each of the Members agrees that the various indemnifications which they have provided to Preferred, as either the managing owner or the trading manager of such Member or in a functionally equivalent capacity, as the case may be, shall be equally applicable to the component of such Member’s operations attributable to its investment in the Company. However, such investment shall in no respect increase the indemnification obligation of any Member towards Preferred or any “related or associated party.”

  • Termination by Purchaser This Agreement may be terminated by Purchaser at any time prior to the Effective Time:

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