Transfer of Membership Units. Except for Transfers duly made in accordance with Article VII, no Transfer of Membership Units shall be valid as against the Company. Upon any such Transfer, the Member Transferring Membership Units shall surrender certificate therefor, accompanied by an instrument of assignment or transfer by the Member duly executed with signature guarantees, and otherwise complying with such requirements as the Managing Member may impose.
Transfer of Membership Units. If membership interest is transferred pursuant to this Agreement during any Fiscal Period, the Profits (or Losses) allocated to the Members for each such Fiscal Period shall be allocated among the Members in proportion to the Capital Account of each Member from time to time during the Fiscal Period in accordance with I.R.C. Section 706, using any convention permitted by law and selected by the Board.
Transfer of Membership Units. Membership Units are held, and may only be transferred, assigned, pledged, hypothecated, sold, or otherwise disposed of, in accordance with all of the terms and conditions of this Agreement. Any such transfer, assignment, pledge, hypothecation, sale, or disposition, even though in full compliance with the terms of this Agreement, shall only transfer the right represented by such transferred Membership Unit to receive a share of the capital, profits, and cash available for distribution by the Company and shall not result in making any such subsequent holder a Member of the Company. Additional Members shall only be admitted as provided in Section 2.9.
Transfer of Membership Units. Transfer of Membership Units of the Company shall be made on the books of the Company by the holder of record thereof, or by its attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the chief executive officer or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Membership Units. Except as provided by law, the Company and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any Membership Units as the absolute owner thereof for all purposes and, accordingly, shall not be required to recognize any legal, equitable or other claim to or interest in such Membership Units on the part of any other person whether or not it or they shall have express or other notice thereof.
Transfer of Membership Units. The Members shall not have the right to sell, transfer, assign, pledge or otherwise dispose of Membership Units to any Person at any time except with the written consent of the Members; provided that upon such consent, such sale, transfer, assignment, pledge or disposition shall be effective and the Person acquiring such Membership Interests shall be admitted as, and become and be entitled to exercise all rights and powers of, a Member. Any purported transfer which is not in compliance with the provisions of this Article VI shall be null and void.
Transfer of Membership Units. Membership units in the Company may be transferred only to the extent permitted by law and subject to any member control agreement.
Transfer of Membership Units. As consideration for the assignment of his interests in the Property, Company will issue and deliver to Assignor an aggregate of Five Million Five Hundred Thousand (5,500,000) units of the Company's Membership units (the “Units”) on the Effective Date, pursuant to the Unit Purchase Agreement between Assignor and Company of even date. Assignor agrees to execute the Unit Purchase Agreement simultaneously upon execution of this Agreement.
Transfer of Membership Units. Upon the payment in full of ---------------------------- the Agreed Price, the Deceased Member's Estate shall deliver to the Company a receipt for the payment of the purchase and a membership unit assignment separate from certificate.
Transfer of Membership Units. Membership Units may be Transferred, in whole or in part, only upon (i) the approval of the Board of Managers (which approval shall not be unreasonably withheld or delayed), (ii) the approval of the Majority Interest (which approval shall not be unreasonably withheld or delayed), (iii) if the Transferee is not already a Member, the execution by such Person of this Agreement, and (iv) the demonstration by the Transferee to the reasonable satisfaction of the Board of Managers that such Transfer will not require the Company to register under or otherwise be subject to the provisions of the Investment Company Act of 1940, as amended, or any other similar legislation or regulatory scheme. In addition, if required by the Board of Managers, the Transferee shall deliver an opinion of counsel reasonably acceptable to the Board of Managers that such Transfer (A) will not violate the Securities Act or any state blue sky laws (including any investor suitability standards) and (B) will not result in the Company ceasing to be treated as a partnership for federal income tax purposes. The Company shall receive such additional documentation as it may reasonably request in connection with any such Transfer, including an assignment and assumption agreement, and the Transferee shall bear all of the Company’s expenses and costs incurred in connection with such Transfer, including legal fees and expenses and filing fees. Any attempted Transfer in contravention of this Section 21(b) shall be null and void and shall not be recognized by the Company or the other Members for any purpose whatsoever.
Transfer of Membership Units. In no event shall Company sell or transfer any Membership Units during the Term without obtaining the informed written consent of the Lender, which may be withheld in Xxxxxx’s sole and exclusive discretion.
