Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Membership Interests held by such Member or Assignee to any other Person without obtaining the approval of Members representing a Majority Interest. Any attempted Transfer of Membership Interests in violation of this Article 11 shall be, and is hereby declared, null and void ab initio, and the purported Transferee shall (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and (c) have no rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred.
Restrictions on Transfers of Membership Interests. (a)Except for a Permitted Transfer (as defined below) or as otherwise set forth in Section 10.2 and Section 10.3, no Transfer of all or any portion of a Membership Interest or subsequent admission of a transferee as a Member of the Company shall be permitted under this Agreement without the prior written unanimous consent of the Manager and Rhove.
Restrictions on Transfers of Membership Interests. Except as provided in Section 12.2 hereof, no Member may Transfer all or any portion of its Membership Interests, to any Person (other than pursuant to Section 12.1, (a), below, to a Person who at the time is already a Member of the Company) without obtaining the approval of the Class A Members, which approval or disapproval shall be in the Class A Member's Discretion. Any attempted Transfer of any Membership Interest, other than in strict accordance with this Article 12, shall be, and is hereby declared, null and void AB INITIO, and the purported Transferee shall not (a) be admitted as a Member, (b) be deemed to be an Assignee of the Membership Interests purported to be Transferred, or (c) have any rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred. Any Member who purports to effect a Transfer of Membership Interests without fully complying with the provisions of this Article 12 shall have breached his or her contractual obligations hereunder and shall be liable to the remaining Members for any damages caused thereby, including legal fees and other costs incurred by the Company and/or such other Members incident to or in any manner attributable to such noncomplying Transfer. If, notwithstanding the prohibition hereunder, applicable law requires that a Transfer of Membership Interests in breach of this Article 12 must be given effect, the Transferee of such noncomplying Transfer shall have only the rights of an Assignee, the Membership Interests so Transferred shall be subject to the repurchase provisions of Section 12.9 hereof, and shall also be subject to such legal and equitable remedies as may be available to the Company and the remaining Members. The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreeme...
Restrictions on Transfers of Membership Interests. (a) No Member, nor any Permitted Transferee of any such Member, shall Transfer any Membership Interest, directly or indirectly, except the Transfer of all, but not less than all, of its Membership Interest (i) to a Permitted Transferee or (ii) as permitted or required by Article X. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Restrictions on Transfers of Membership Interests. No Capital Member or Transferee thereof shall Transfer all or any portion of its Membership Interest (i) without first complying with the provisions of this Article X, and (ii) until the date that is two years from the Original Effective Date, which two-year restriction shall also be deemed to apply to any Downstream Change of Control but shall not be deemed to apply to any Upstream Change of Control or to any Transfers complying with Section 10.3(c). On and after October 1, 2010, Capital Members may Transfer all or any portion of their Membership interest from time to time, subject only to Sections 10.3(d), 10.3(e), 10.4, 10.5, 10.8, 10.10, 10.13 and 10.14 and Article XIV, as applicable.
Restrictions on Transfers of Membership Interests. Except as otherwise provided in Schedule IV and subject to the transfer restrictions imposed therein, all or part of a Membership Interest may be transferred only with the unanimous written consent of all Managers and Members (excluding the Member seeking to transfer part or all of such Membership Interest), which consent may be granted or denied in the sole discretion of such Managers and Members. Notwithstanding the above unanimity requirement, if a Member should die, the other Members hereby agree to consent to any transfer of the Membership Interest of such deceased Member to either another Member or to a related party in that Member's immediate family. The ownership of a Membership Interest is specifically made subject to the ownership and transfer restrictions set forth in Schedule IV which are intended to provide and set forth the manner and procedures for handling the transfer of Membership Interests to third parties, to related parties, to the other Members, or at death or disability of a Member.
Restrictions on Transfers of Membership Interests. The Managers and Members shall not consent to a transfer of Membership Interest unless the proposed transferee shall have furnished the Company with an opinion of counsel, satisfactory in form and substance to such Managers and Members, that neither the offering nor the proposed transfer will violate any Federal or applicable state securities law and that neither such offering nor proposed transfer will adversely affect the Company from being taxed as an S-Corporation for Federal income tax purposes as set forth below.
Restrictions on Transfers of Membership Interests. No Member or Transferee thereof shall Transfer all or any portion of its Membership Interest (i) without first complying with the provisions of this Article X, and (ii) until the date that is two years from the Effective Date, which two-year restriction shall also be deemed to apply to any Downstream Change of Control but shall not be deemed to apply to any Upstream Change of Control or to any Transfers complying with Section 10.3(a).
Restrictions on Transfers of Membership Interests. (i) Subject to Sections 9(j), 23, and this Section 21 and any transfer restrictions in the Loan Documents and that certain Pledge and Security Agreement to be delivered by the Economic Member in favor of Mezzanine A Lender following the date hereof (the “Mezzanine A Pledge Agreement”), no Member shall Transfer any Membership Interests now or hereafter held, other than in accordance with the terms of this Agreement, the Transfer Restriction Agreement and the Loan Documents. Any Transfer or purported Transfer made in violation of this Agreement or the Transfer Restriction Agreement shall be null and void and of no effect.
Restrictions on Transfers of Membership Interests. (a) No Member may Transfer all or any portion of its Membership Interests, to any Person other than to a Person who at the time is already a Member of the Company without obtaining the approval of a majority of the Board of Directors.
