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. 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. (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. 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. All items of Profit and Loss allocable to any Membership Interest that may have been transferred or otherwise disposed of shall be allocated between the transferor and the transferee based on an interim closing of the books, as determined in good faith with Prior Manager Approval; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the Regulations thereunder.
Transfers of Membership Interests. 6.1. No Member may, whether directly or indirectly, sell, assign or exchange (“Transfer”) all or any part of its Membership Interests to any person or entity without first obtaining the written consent of the other Member(s). Notwithstanding anything contained herein to the contrary, any of the restrictions contained in this Section shall continue to be applicable to the Membership Interests after any Transfer and provided further that the transferees of such Membership Interests shall have agreed in writing to be bound by the provisions of this Agreement affecting the Membership Interests so transferred.
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. 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) 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. The Member may transfer the whole or any part of its Membership Interests at its sole discretion at any time.
