Transfer of Membership Interests Generally Sample Clauses

Transfer of Membership Interests Generally. A Member may not, directly or indirectly, Transfer any Membership Interests held by such Member without the written consent of the Board of Managers. To the fullest extent permitted by applicable law, any purported Transfer of Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Board of Managers shall recognize the same, whether for the purpose of making Distributions or otherwise. Any Member who Transfers or attempts to Transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.
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Transfer of Membership Interests Generally. Except for a Transfer in accordance with this Agreement, a Member may not, directly or indirectly, Transfer any Membership Interests owned by such Member without the written consent of the other Members. Any purported Transfer of Membership Interests in breach of this Section 11.01 shall be null and void, and neither the Company nor the Members shall recognize the same, whether for the purpose of designating Directors, making allocations or Distributions or otherwise. Neither the Company nor the Members shall incur any liability as a result of refusing to recognize any such designated Director or make any such allocations or Distributions with respect to Transferred Membership Interests in breach of this Section 11.01. Any Member who Transfers or attempts to Transfer any Membership Interest except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.
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Transfer of Membership Interests Generally. No Member may, directly or indirectly, Transfer or permit any Transfer of all or any portion of the Membership Interest directly or indirectly owned by such Member to any Person, unless (a) such Transfer is specifically permitted by, and consummated in accordance with, this Article X, (b) in the event such Transfer is not to another Member, the Transferee shall execute and deliver to the Company an Adoption Agreement and (c) either (i) such Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and has been registered under all applicable state securities or “blue sky” Laws or (ii) no such registration is required because of the availability of an exemption from registration under the Securities Act and any applicable state securities or “blue sky” Laws. Any Transferee of a Member’s Membership Interest shall be bound by the terms and provisions of this Agreement that apply to such Member specifically, in addition to terms and provisions of this Agreement that generally apply to any Member, and such Transferee shall assume or shall otherwise satisfy or discharge any obligations and commitments of such Member and its Affiliates. All rights that are applicable to a specific Member hereunder (including the right to designate Managers pursuant to Section 4.01(b)) shall be Transferable in connection with a valid Transfer hereunder. To the fullest extent permitted by applicable Law, any purported Transfer of any Membership Interest in breach of this Agreement shall be null and void ab initio, and neither the Company nor the Members shall recognize the same. Any Member who Transfers or attempts to Transfer any Membership Interest except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.
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Transfer of Membership Interests Generally. Except for a Transfer specifically permitted by this Agreement, a Member may not, directly or indirectly, Transfer any Membership Interests held by such Member without the written consent of the other Members; provided that a Mxxxxxxx Party may, directly or indirectly, Transfer any Membership Interests with the written consent of Barnes&Noble and without the need to obtain the written consent of any other Member; provided, further, that a transfer of equity interests that results in Mxxxxxxx ceasing to be a Subsidiary of Microsoft Corporation shall be deemed to be a Transfer of the Membership Interests owned by Mxxxxxxx. To the fullest extent permitted by applicable law, any purported Transfer of Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Members shall recognize the same. Any Member who Transfers or attempts to Transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.
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Related to Transfer of Membership Interests Generally

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

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