Restrictions on Transfer of Membership Interests. (a) No Member may Transfer its Membership Interests except as expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership Interests (other than third party transferees of the Membership Interests who receive such Membership Interests in a public offering in connection with the exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any of the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer.
Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval.
Restrictions on Transfer of Membership Interests. A Member may Transfer his or her Membership Interest to another Person subject to the following restrictions:
Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval.
Restrictions on Transfer of Membership Interests. No Membership Interest may be sold, assigned, transferred, given, bequeathed, donated, mortgaged, pledged, attached, levied upon, seized by or for creditors, or otherwise encumbered or disposed of, whether by act of the Member or by operation of law, without the prior written consent of the Manager.
Restrictions on Transfer of Membership Interests. No Member shall have any right to sell, pledge/hypothecate, transfer, or assign an interest in the Company without the written consent and approval of all the Members (a Unanimous Vote). Any transfer or encumbrance of a Membership Interest without approval by the Members as required under this Agreement shall be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member's spouse, and the Member's issue; provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in such Membership Interest and further provided that only the Member may make decisions regarding the Company.
Restrictions on Transfer of Membership Interests. No Member shall have the right to Transfer the whole or any part of its Interest without the express, written consent of the Managers, or as otherwise provided in this Operating Agreement. If such consent is obtained, the Transfer by a Member of all or part of its Interest shall become effective on the first day of the calendar month immediately succeeding the month in which the Company has received a transfer fee sufficient to cover all expenses of the Company connected with such transfer. All distributions prior to the effective date shall be made to the transferor, and all distributions made thereafter shall be made to the transferee. No Transfer by a Member shall be effective as against the Company unless and until the transferee, purchaser, assignee or donee (i) executes and delivers such documents, and takes such other action as the Managers shall deem necessary or advisable to cause it to become a substitute Member, (ii) shall pay all reasonable expenses required by the Managers to be paid in connection therewith, and (iii) shall, if requested by the Managers, present an opinion of counsel, acceptable to counsel to the Company, that such assignment would not violate applicable state and federal securities laws or adversely affect the status of the Company as a partnership for federal income tax purposes and as a limited liability company under the laws of the jurisdictions in which the Company is doing business.
Restrictions on Transfer of Membership Interests. Units and persons holding Units or interests in or related to them, including as Members or assignees, are subject to the following provisions.
Restrictions on Transfer of Membership Interests. Neither AFSE nor JBTL may assign, transfer, give, encumber, pledge, hypothecate or otherwise dispose of any membership interests of Project LLC acquired by them, other than as permitted under this paragraph VI. Subject to the terms of this paragraph VI, AFSE and JBTL may exercise all other rights of membership with respect to their membership interests of Project LLC. Project LLC shall not be required to recognize any such transfer or other disposition on its membership interest records, until Project LLC has determined that such transfer or other disposition is in compliance with the terms and conditions of this paragraph VI.
Restrictions on Transfer of Membership Interests. Except as otherwise specifically provided in this Operating Agreement, the Members shall not have the right to sell, assign, pledge, create a security interest in, exchange or otherwise transfer, with or without consideration, all or any part of their Membership Interest(s) without the prior written consent of all Members.
