Transfers of Membership Rights Sample Clauses

Transfers of Membership Rights. (a) Subject to and except as permitted by this Article 9, without the written consent of the [Members] [Managers], no Member may Transfer any of his, her or its Membership Rights in the Company [(including, without limitation, the right to receive a share of profits, losses and other allocations and distributions of the Company)], and no transferee, assignee or legatee may receive (by conveyance, operation of law or otherwise) any Membership Rights[; provided that this restriction on transfer does not prohibit a Member from assigning some or all of the economic rights associated with his, her or its Interest]. Any purported Transfer of any Membership Rights in the Company in violation of this Article is null and void. The granting or denial of a request for such written consent is within the absolute discretion of the [Members] [Managers].
Sample 1
AutoNDA by SimpleDocs
Transfers of Membership Rights. Notwithstanding any other provision in this Agreement, the Member may transfer all or any part of the Member’s Membership Rights in the Company under any terms that the Member deems appropriate. However, upon the death of the Member, the Member’s Membership Rights will immediately and automatically pass [choose one: to Name of Person OR in accordance with the Member’s testamentary instruments, or in the absence of those instruments, under any applicable intestate laws].
Sample 1
Transfers of Membership Rights. The Member may transfer [his or her] [its] Membership Rights in the Company, in whole or in part. Upon receipt of documents evidencing the transfer, the Company shall promptly record the transfer in the books and records of the Company, and the assignee of such Membership Rights shall then become a substitute member with respect to the Membership Rights assigned. The Member may also assign some or all of the economic rights associated with [his or her] [its] Interest; provided, however, that such assignment shall not entitle the assignee to the remaining Membership Rights of the assigning Member until and unless the assignee is admitted as a substitute member of the Company. Any holder of an Interest, including a right to distributions or a charging order, shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment, regardless of whether such holder in fact has executed such an express acknowledgment. The holder of Membership Rights acquired by intestate succession or testamentary disposition or through a decree or judgment from a court of competent jurisdiction shall become a substitute member without the necessity of the Member’s consent. Admission of Additional Members. The Company may admit an additional Member by accepting Capital Contributions on such terms and conditions as the existing Member approves.
Sample 1
Transfers of Membership Rights. Except as expressly permitted by the terms of Section 8.2, no Member may Transfer all or any part of such Member’s Membership Rights, including such Member’s LLC Interest (including without limitation any Transfer between Members). Any purported Transfer or admission made in violation of this Section 8.1 shall be void ab initio and without effect.
Sample 1
Transfers of Membership Rights. A Member in its sole discretion may transfer (whether by sale, gift or otherwise) all or any part of such Member's membership rights, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions which the Member deems appropriate, provided however, that any such transfer shall require the consent of the other members, if any, which consent shall not be unreasonably withheld.
Sample 1
Transfers of Membership Rights. A transfer of Membership Rights authorized under Article 8 shall be made only on the books and records of Company, by the holder of record thereof, or by the holder of record’s legal representative or attorney-in-fact authorized by power of attorney (or such other evidence of authority as may be appropriate) duly executed and filed with the Company, and upon surrender for cancellation of the certificate, if any, representing such Membership Rights. Except as otherwise specifically provided in this Agreement, the person in whose name the Membership Rights stand on the books of Company shall be deemed by Company to be the owner thereof for all purposes.
Sample 1
Transfers of Membership Rights 
Sample 1
AutoNDA by SimpleDocs

Related to Transfers of Membership Rights

  • 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.

  • 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 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.

  • Transfers of Rights This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfers of Shares Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

  • Transfers of ADRs The Depositary or its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register (the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or requested by the Company. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.

  • Transfers of Stock Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.

Time is Money Join Law Insider Premium to draft better contracts faster.