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. 11 3.04 CREATION OF ADDITIONAL MEMBERSHIP INTEREST.........................14 3.05
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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 
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Related to Dispositions and Encumbrances of Membership Interests

  • 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 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • 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).

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

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