Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) “Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall mean (i) the Transfer of more than 50% of the voting ownership interests in Optionor or (ii) if there is no voting ownership interest, the Transfer of more than 50% of the equity ownership interests in Optionor. Notwithstanding the foregoing, no purported Transfer of all or any portion of a Member Interest (whether or not such Transfer would result in a Change of Control) shall be effective unless and until the transferee becomes a party to this Agreement and bound by the terms and conditions of this Agreement as a “Member” (regardless of whether or not such transferee is admitted as a member of Optionor) by executing and delivering a counterpart signature page to this Agreement to Kite Realty. Any purported transfer of a Member Interest in violation of this Section 9.3 shall be null and void.
Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) ”Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall
Transfer of Member Interests. The Member may assign its interest in the Company at its sole discretion.
Transfer of Member Interests. (a) In connection with the Transfer of any Member Interests other than a Transfer pursuant to a Public Sale, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company (which such opinion requirement may be waived by the Company in its sole discretion) to the effect that such Transfer of Member Interests may be effected without registration of such Member Interests under the Securities Act. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Member or Option Holder shall Transfer any Option or Common Unit if, as a result of and after giving effect to such Transfer, an obligation would arise under the Exchange Act to register any Common Units.
Transfer of Member Interests. (a) Any Member may, subject to the other provisions set forth in this Agreement, Transfer all or any undivided share of its Member Interest. Any attempted Transfer of all or a part of a Member Interest other than in compliance with this Agreement shall be null and void and of no force or effect. Any Member who Transfers any Member Interest shall promptly provide written notice thereof to the Company and all of the other Members.
Transfer of Member Interests. The Member may assign and transfer the Member Interests to a Person who assumes and agrees to pay, perform and discharge when due all of the Member’s obligations, duties and liabilities under this Agreement from and after the consummation of such assignment and transfer. From and after the consummation of such assignment and transfer, the assignee will be admitted as the member of the Company, with the right to participate in the management of the business and affairs, and to exercise the rights and powers of a member, of the Company, and the assigning Member will cease to be the member of the Company, and cease to have or exercise any right or power as a member of the Company, except for the rights of indemnification as provided by this Agreement and the Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners, LP, as amended. The assignment and transfer of the Member Interests, the admission of the assignee as a member of the Company, and the assigning Member ceasing to be a member of the Company, will not dissolve the Company, and the Company will continue without dissolution subsequent to such assignment and transfer.
Transfer of Member Interests. The Interest of any Member may not be Transferred. Any Transfer by a Member of all or any part of its Interest in the Company shall be null and void and without any legal effect. Notwithstanding the foregoing, any Transfer by a Member of all or part of its Interest in the Company to Lexington pursuant to the Settlement Documents is permitted as a Transfer hereunder.
Transfer of Member Interests. A transferee of a Member Interest shall succeed to a pro rata portion of the Capital Account of the transferor.
Transfer of Member Interests. None of the Members shall have the right to sell, transfer or assign their interests in the Company or any interest therein without the unanimous written approval of the Members except that the conversion of Raley into a Delaware general partnership pursuant to the Delaware Genxxxx Corporation Law and the Delaware Revised Uniform Partnership Act shall not be deemed to have effected a sale, transfer or assignment of the Member interests held thereby.
Transfer of Member Interests. (a) Except as otherwise explicitly contemplated herein, a Member may not sell, assign, transfer, pledge, mortgage or otherwise dispose of (a “Transfer”) all or any of its Member Interest (including any transfer or assignment of all or a part of its Member Interest to a Person who becomes an assignee of a beneficial interest in the Company even though not becoming a substitute Member) unless the Managing Member has consented to such Transfer or assignment in writing, which consent shall not be unreasonably withheld with regard to an assignment by a Member of its entire Member Interest to any one Person if all of the following conditions are satisfied as reasonably determined by the Managing Member:
