Common use of Transfer and Assignments Clause in Contracts

Transfer and Assignments. Allegheny may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interest in the Company to any person. No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; provided, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement. If any Member transfers all of its percentage interest in the Company pursuant to and in accordance with this Section 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, take the place of such Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Transfer and Assignments. Allegheny may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interest in the Company to any person. No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; providedPROVIDED, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement. If any Member transfers all of its percentage interest in the Company pursuant to and in accordance with this Section SECTION 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, take the place of such Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.