INTERESTS AND TRANSFERS OF INTERESTS Sample Clauses

INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 Section 9.3 Further Restrictions 19 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. 25 Section 11.9 Notices 25 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 Survival 30 Schedules & Exhibits Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEDERA HASHGRAPH, LLC THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6, 2022, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a “Member” and, collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).
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INTERESTS AND TRANSFERS OF INTERESTS. 21 7.1 Transfers......................................................... 21 7.2
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INTERESTS AND TRANSFERS OF INTERESTS. 22 7.1 Transfers of Membership Interests.............................................................. 22 7.2 Sale or Transfer of a Member's Interest........................................................ 23 7.3
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INTERESTS AND TRANSFERS OF INTERESTS. Member Transfers and Encumbrances. To the fullest extent permitted by law, and except as provided in Section 9.2, no Member may Transfer or create an Encumbrance with respect to all or any portion of its Interest (or beneficial interest therein). If a Member Transfers all or any portion of its Interest (or any beneficial interest therein) pursuant to this Article 9, the transferee of such permitted Transfer, shall receive the Transferred Interest (or beneficial interest therein) subject to all terms and conditions applicable to the Transferred Interest prior to such Transfer. To the fullest extent permitted by law, any purported Transfer or Encumbrance which is not in accordance with, or subsequently violates, this Agreement shall be null and void. Permitted Transfers. Each Member may, without the consent of the Council or the Board, Transfer its Interest to an Affiliate of such Member, provided that such transferee shall sign a Governing Member Joinder Agreement substantially in the form set forth as Exhibit A. In such event, the Affiliate receiving such Transfer shall become a full Governing Member hereunder and the transferring Governing Member shall fully Transfer its Interest and shall have no other rights under this Agreement.
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INTERESTS AND TRANSFERS OF INTERESTS. 131 7.1 Transfers of Membership Interests.......................................131 7.2 Sale or Transfer of a Member's Interest.................................133 7.3 Rights of Assignees.....................................................133 7.4 Admissions, Withdrawals, and Removals...................................134 7.5 Payment Upon Withdrawal or Removal of Member............................134 7.6 Admission of Assignees as Substitute Members............................134 7.7 Withdrawal of Members...................................................135 7.8 Conversion of Membership Interest.......................................135 7.9 Buy/Sell................................................................135 7.10 Option to Purchase Defaulting Member's Interest.........................138 ARTICLE 8 LIABILITY, EXCULPATION, AND INDEMNIFICATION............................................139 8.1 Liability...............................................................139 8.2 Exculpation.............................................................139 8.3 Indemnification.........................................................140
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INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances..................................................... 19 Section 9.2
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INTERESTS AND TRANSFERS OF INTERESTS 
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Related to INTERESTS AND TRANSFERS OF INTERESTS

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • 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.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • 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 Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

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