Transfers of Membership Interests Sample Clauses

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.
Transfers of Membership Interests. Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.
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 of Membership Interests. The Member may sell, assign or otherwise transfer all or any portion of the Member’s Membership Interest at any time to any Person.
Transfers of Membership Interests. (a) Upon the transfer of a Member's entire membership interest, the Capital Account of such Member shall carry over to the transferee.
Transfers of Membership Interests. 8.1 Except as otherwise expressly provided in this Agreement, a Member shall not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or hereafter acquired, unless (1) the Manager approves the transferee’s admission to the Company as a Member upon such Transfer and (2) the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding 12 months, will not cause the termination of the Company under the Code and (3) the Membership Interest to be transferred does not cause a transfer tax or property reassessment with respect to the Property or the Project. No Manager shall be under any obligation whatsoever to approve the admission of a proposed transferee of a Member’s Membership Interest. Any attempted Transfer of a Membership Interest without such approval shall be void and shall constitute the Withdrawal of a Member. Any Transfer of a Membership Interest which does not result in a change in the beneficial ownership of such Membership Interest shall not be subject to the restrictions set forth in this Section 8.1, and in such case, notwithstanding anything in this Agreement to the contrary, the transferee of such Membership Interest shall automatically be admitted to the Company as a Member, subject only to such transferee’s executing a counterpart of this Agreement as a party hereto. Notwithstanding the foregoing, any Transfer of a Membership Interest by Mackenzie shall be subject to the provisions of Section 8.14.
Transfers of Membership Interests. A Member may make or permit a Transfer, directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, of all or any portion of its Membership Interest, including all or any portion of its Economic Interest, only as follows:
Transfers of Membership Interests. Except as otherwise provided herein, no Member may Transfer all, or any portion of, or any interest or rights in, a Membership Interest unless (i) the Managing Member consents in writing to such transfer, which consent shall be granted in the reasonable discretion of the Managing Member, and (ii) such Transfer satisfies all requirements of applicable securities and other laws, which among other things, may, at the Managing Member’s discretion, require the Member to provide the Company with an opinion of legal counsel. Notwithstanding the foregoing, the Assignee shall only be deemed the holder of an Economic Interest, unless admitted as a Substituted Member pursuant to Section 6.1(b) below. The attempted Transfer of any portion or all of a Membership Interest in violation of the prohibition contained in this Section shall be deemed invalid, null and void, and of no force or effect, except to the extent any Transfer is mandated by applicable law and then only to the extent necessary to give effect to such Transfer.
Transfers of Membership Interests. No Membership Interest may be transferred in whole or in part by any Member to any Person, except with the affirmative vote or consent of a Majority Interest, or in a Transfer described in Section 10.2 of this Agreement. In the event a Member desires to Transfer all or part of such Member's Units or any interest therein, such Member will be responsible for compliance with all conditions of Transfer imposed by this Agreement and under applicable law and for all expenses, if any, reasonably incurred by the Company for legal and/or accounting services in connection with reviewing any proposed Transfer or issuing opinions in connection therewith. Until the transferee is admitted as a Member, the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Membership Interest transferred.