Common use of Transfers of Membership Interests Clause in Contracts

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.

Appears in 2 contracts

Samples: Operating Agreement (MacKenzie Realty Capital, Inc.), Operating Agreement (MacKenzie Realty Capital, Inc.)

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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 8.18.11, 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.

Appears in 1 contract

Samples: Operating Agreement (MacKenzie Realty Capital, Inc.)

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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 other Member(s) owning at last two-thirds of the Percentage Interests (excluding the Percentage Interest allocable to the withdrawing Members) approve 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 ProjectCode. No Manager shall be under Member may Encumber or permit or suffer any obligation whatsoever to approve Encumbrance of all or any part of the admission of a proposed transferee of a Member’s Membership InterestInterest in the Company unless such Encumbrance has been approved in writing by one hundred percent (100%) of the Co-Managers. Any attempted Transfer or Encumbrance of a Membership Interest without such approval shall be void and shall constitute the Withdrawal void. Notwithstanding any other provision 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, a Member who is a natural person may transfer all or any portion of his or her Membership Interest to any revocable trust created for the transferee benefit of the Member, or any combination between or among the Member, the Member’s spouse and the Member’s issue; provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in such Membership Interest. A transfer of a Member’s entire beneficial interest in such trust or failure to retain such Voting Interest shall automatically be admitted to the Company as deemed 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 8.14Interest.

Appears in 1 contract

Samples: Operating Agreement (Suncross Exploration CORP)

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