Transfers by Investor Members Sample Clauses

Transfers by Investor Members. Other than a Transfer of Interests by an Investor Member (x) to an Affiliate of such Transferring Investor Member or (y) pursuant to (i) Section 12.8(b) (“Tag-Along Rights”), (ii) pursuant to Section 12.8(c) (“Drag-Along Rights”) or (iii) pursuant to the Registration Rights Agreement, all Transfers by an Investor Member shall be made subject to Section 12.8(a) (“Right of First Offer”) and Section 12.8(b) (“Tag-Along Rights”).
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Transfers by Investor Members. A Transfer of Class A-1 Units, Class A-2 Units or Class D Units may only be made if that Transfer (i) complies with the provisions of Section 6.1(a) (it being understood that a Transfer by CSL Energy pursuant to this Section 6.1(c)(i) prior to the closing of the Ranger Reorganization requires the approval of a majority of the disinterested Managers on the Board), or (ii) such Transfer is (A) to the Company pursuant to Section 6.7, (B) to a Permitted Transferee of the Transferring Member in accordance with Section 6.1(a) and Section 6.2; (C) made in accordance with Sections 6.3 and 6.5, (D) made in accordance with Section 6.4, Section 6.6 or Section 6.8, or (E) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement.
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Transfers by Investor Members. A Transfer of Class A-1 Units, or Class D Units may only be made if that Transfer (i) complies with the provisions of Section 6.1(a), or (ii) such Transfer is (A) to a Permitted Transferee of the Transferring Member in accordance with Section 6.1(a) and Section 6.2; (B) made in accordance with Section 6.4 or Section 6.8, or (C) to the Company in accordance with the redemption, forfeiture or repurchase provisions of this Agreement.
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Transfers by Investor Members. Until the earlier of (x) the five year anniversary of the Closing and (y) the sale of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to an unrelated third party (such earlier date, the “Initial Holding Period”), no Investor Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by an Investor Member (i) to an Affiliate of such Investor Member (which, in the case of Parthenon, shall include the partners of the Parthenon Member, which partners shall as a condition to such permitted transfer become parties to this Agreement pursuant to Section 12.7 hereof and shall be considered one of the Parthenon Members for purposes hereof), (ii) pursuant to Section 12.11 and (iii) pursuant to the prior written approval of the Majority Sponsors (it being understood that if one of the Majority Sponsors is proposing to Transfer any Interests, such Transfer must be approved by the non-transferring Majority Sponsors). During the Initial Holding Period, any Transfer of Interests by an Investor Member permitted pursuant to Section 12.1(a)(iii) shall be subject to Section 12.9(a). After the Initial Holding Period, any Transfer of Interests by an Investor Member (other than pursuant to Section 12.1(a)(i) or 12.1(a)(ii)), shall also be subject to Section 12.9(a).
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Related to Transfers by Investor Members

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

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

  • 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.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • 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.

  • Transfers by Banks If a Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 26.2 (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected by the delivery to the Agent and the Borrower of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate) the date of delivery of such Transfer Certificate to the Agent:

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