Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. (a) Any purported Transfer of a Membership Interest that is not a Permitted Transfer shall, to the fullest extent permitted by law, be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or Liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (QR Energy, LP), Limited Liability Company Agreement (Memorial Production Partners LP), Limited Liability Company Agreement (Memorial Production Partners LP)

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Prohibited Transfers. (a) Any purported Transfer of a Membership Interest that is not a Permitted Transfer shall, to the fullest extent permitted by law, be null and void and of no force or effect whatever; provided that, if . If the Company is required to recognize a Transfer that is not a Permitted Transfer, the rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or Liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Mid-Con Energy Partners, LP), Limited Liability Company Agreement (Mid-Con Energy Partners, LP)

Prohibited Transfers. (a) Any purported Transfer of a Membership Interest Units that is not a Permitted Transfer shall, to the fullest extent permitted by law, shall be null and void and of no force or effect whateverwhatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer, ): (i) the transferee’s rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations Membership Economic Interests associated with such Units; and distributions as provided by this Agreement with respect to (ii) the Transferred Company may offset against such Membership Interest, which allocations and distributions may be applied Economic Interests (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or Liabilities liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 3 contracts

Samples: Operating Agreement (Southwest Iowa Renewable Energy, LLC), Operating Agreement (Southwest Iowa Renewable Energy, LLC), Operating Agreement (Southwest Iowa Renewable Energy, LLC)

Prohibited Transfers. (a) Any purported Transfer of a Membership Interest that is not a Permitted Transfer shall, to the fullest extent permitted by lawLaw, be null and void and of no force or effect whatever; provided provided, however, that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or Liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Sanchez Production Partners LP), Limited Liability Company Agreement

Prohibited Transfers. (a) Any purported Transfer transfer of a any Membership Interest held by a Member that is not a Permitted Transfer shall, to the fullest extent permitted by law, Section 11.2 shall be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer transfer that is not so permitted (or if the Company, in its sole discretion elects to recognize a Permitted Transfertransfer that is not so permitted), the rights with respect to the Transferred Membership Interest interest transferred shall be strictly limited to the transferor’s 's rights to allocations and distributions Distributions as provided by this Agreement with respect to the Transferred Membership Interesttransferred interest, which allocations and distributions Distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any the debts, obligations, or Liabilities liabilities for damages that the transferor or transferee of such Membership Interest interest may have to the Company.

Appears in 2 contracts

Samples: Member Control Agreement (Telex Communications Inc), Member Control Agreement (Telex Communications International LTD)

Prohibited Transfers. (a) 14.4.1 Any purported Transfer of a Membership all or any portion of an Interest that is not a Permitted Transfer shall, to the fullest extent permitted by law, under this Article 14 shall be null and void and of no force or effect whateverwhatsoever; provided provided, however, that, if the Company is required by applicable law to recognize a Transfer that is not so permitted (or if the Board, in its sole discretion, elects to recognize a Permitted TransferTransfer that is not so permitted), the rights with respect to the Transferred Membership transferred Interest shall be strictly limited to the transferor’s rights to allocations and distributions 's Financial Rights as provided by this Agreement with respect to the Transferred Membership transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or Liabilities liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (WPT Enterprises Inc)

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Prohibited Transfers. (a) Any purported Transfer of a Membership Interest Units that is not a Permitted Transfer shall, to the fullest extent permitted by law, shall be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the rights with respect to the Units Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions Membership Economic Interests as provided by this Agreement with respect to the Transferred Membership Interesttransferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or Liabilities liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 1 contract

Samples: Operating Agreement

Prohibited Transfers. (a) Any purported Transfer of a Membership Interest that is not a Permitted Transfer shall, to the fullest extent permitted by lawLaw, be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or Liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Constellation Energy Partners LLC)

Prohibited Transfers. (a) Any purported Transfer of a Membership Interest that is not a Permitted Transfer shall, to the fullest extent permitted by law, be null and void and of no force or effect whateverwhatsoever; provided provided, however, that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or Liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Central Energy Partners Lp)

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