Common use of Rights of Transferees Clause in Contracts

Rights of Transferees. Any Transferee of an Ownership Interest will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company's business or affairs, [b] to vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] to inspect the Company's books and records. The only right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement is to receive the allocations and Distributions to which the Transferor was entitled (to the extent of the Ownership Interest transferred) and to receive required tax reporting information. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in the Agreement as if such Transferee were a Member. To the extent of any Ownership Interest transferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.

Appears in 2 contracts

Samples: Management Agreement (Casino America Inc), Management Agreement (Nevada Gold & Casinos Inc)

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Rights of Transferees. Any Transferee of an Ownership Interest will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest (including any Transferee in a Transfer which occurs by operation of law to a Person who is not a Permitted Transferee) who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company's business or affairs, [b] to vote Vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] except as provided in the next succeeding sentence, to inspect the Company's books and records. The only right rights of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement is are [x] to obtain the information specified in 10.8 if the Transferee executes a confidentiality agreement (in form and substance satisfactory to the Manager in its sole discretion) concerning such information, [y] to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Ownership Interest of the Transferor (to the extent of the Ownership Interest transferred) Transferred), and [z] to receive required all necessary tax reporting information. The Company, the Manager, and the Members will not owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in the this Agreement as if such Transferee were a Member. To the extent of any Ownership Interest transferredTransferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Booth Creek Ski Holdings Inc)

Rights of Transferees. Any Transferee of an Ownership Interest will, will on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 4.4 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [(a] ) to participate or interfere in the management or administration of the Company's ’s business or affairs, [(b] ) to vote or agree on any matter affecting the Company or any Member, [(c] ) to require any information on account of Company transactions, or [(d] ) to inspect the Company's ’s books and records. The only right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement is to receive the allocations and Distributions to which the Transferor was entitled (to the extent of the Ownership Interest transferred) and to receive required tax reporting information. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in the Agreement as if such Transferee were a Member. To the extent of any Ownership Interest transferred, the Transferor Transferee or Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Nevada Gold & Casinos Inc)

Rights of Transferees. Any Transferee of an Ownership Interest will, on --------------------- the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 4.4 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company's business or affairs, [b] to vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] to inspect the Company's books and records. The only right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement is to receive the allocations and Distributions to which the Transferor was entitled (to the extent of the Ownership Interest transferred) and to receive required tax reporting information. However, each Transferee of all or any part of an any Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in the Agreement as if such Transferee were a Member. To the extent of any Ownership Interest transferred, the Tranferor Member does not possess any right or power as a Member. To the extent of any Ownership Interest transferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Isle of Capri Black Hawk Capital Corp)

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Rights of Transferees. Any Transferee of an Ownership a Membership Interest will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act Law and this Agreement Agreement, unless and until such Transferee is admitted as a substitute MemberMember with the consent of all the Members, the granting or denial of which shall be in their sole discretion. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; , provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 7.9 will have only the rights of an assignee as specified in the Act Law and this Agreement. Any Transferee of all or any part of an Ownership a Membership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [(a] ) to participate or interfere in the management or administration of the Company's business or affairs, [; (b] ) to vote or agree on any matter affecting the Company or any Member, [; (c] ) to require any information on account of Company transactions, ; or [(d] ) to inspect the Company's books and records. The only right of a Transferee of all or any part of an Ownership a Membership Interest who is not admitted as a substitute Member in accordance with this Agreement is to receive the allocations and Distributions distributions to which the Transferor was entitled (to the extent of the Ownership Membership Interest transferred) and to receive required tax reporting information. However, each Transferee of all or any part of an Ownership a Membership Interest (including both immediate and remote Transfereestransferees) will be subject to all of the obligations, restrictions and other terms contained in the this Agreement as if such Transferee were a Member. To the extent of any Ownership Membership Interest transferred, transferred the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the ActLaw, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Casino America Inc)

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