Transfers by Non-Managing Members Sample Clauses

Transfers by Non-Managing Members. Prior to the third anniversary of the Closing Date (such date is referred to herein as the “Expiration Date”), neither the Class A Units owned by any Non-Managing Member nor any interest therein nor any rights relating thereto may be Transferred, directly or indirectly, by any Non-Managing Member unless (A) such Transfer is to a Permitted Transferee pursuant to Section 7(c) below or (B) such Transfer is authorized in writing by the Managing Member.
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Transfers by Non-Managing Members. WITHDRAWAL OF AND TRANSFER BY MANAGING MEMBER; LIQUIDITY EVENTS
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Transfers by Non-Managing Members. Except as set forth in this Article XI, no Non-Managing Member may Transfer all or any part of its interest in the Company, including any interest in the capital or profits of the Company and the right to receive distributions from the Company, provided that a Non-Managing Member may, with the prior written consent of the Managing Member (which consent may not be unreasonably withheld) and upon compliance with this Section 10.1, Transfer all or a portion of such Non-Managing Member’s interest in the Company. In the case of any attempted or purported Transfer of an interest in the Company not in compliance with this Agreement, the Transferring Non-Managing Member may be designated as a Defaulting Member under Section 6.3. For purposes of this Section 10.1(a), the Non-Managing Members agree and acknowledge that it shall not be unreasonable for the Managing Member to withhold its consent if:
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Transfers by Non-Managing Members. (A) A Non-Managing Member may not Transfer its Interest in the Company or any part thereof to any Person (a "PROPOSED TRANSFEREE") except (i) as provided in Section 4.03(A)(b)(ii), or (ii) as permitted in this ---------------------- Article X, and any such Transfer in violation of this Article X shall be null --------- --------- and void ab initio as against the Company, except as otherwise provided by law. In connection with any transfer of an Interest in accordance with the terms of this Agreement, the transferee of such Interest and the other Members shall enter into a supplemental agreement memorializing such transfer, which supplemental agreement shall specify, among other things, the amount of such transferee's Capital Commitment and Net Adjusted Capital Contributions as of the date of such transfer, and the method of allocations of distributions to Class A Members under Section 6.01. ------------
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Transfers by Non-Managing Members 
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Related to Transfers by Non-Managing 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.

  • 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:

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

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • VACANCIES, TRANSFERS AND PROMOTIONS A. A vacancy shall be defined as a newly-created position or a present position that is not filled.

  • Transfers and Vacancies 8.1 The Board and the Association agree that teachers be given consideration regarding their preference in assignment. All vacancies shall be filled based on program needs and qualifications.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • 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.

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