Member Transfers. 24.1 An individual Member from one academic unit may request to be transferred, in whole or in part, to another academic unit to which he/she is qualified, by written application to the Vice-President, Academic and Research.
Member Transfers. (a) Except as otherwise agreed to in writing between the Board and the applicable Member and reflected in the Schedule of Members or as otherwise expressly provided in this Article VIII, no Member or Assignee may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other Company securities (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case, in the Board’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Board, in its sole discretion. Any such determination in the Board’s discretion in respect of the Transfer of Units or other Company securities shall, to the fullest extent permitted by applicable Law, be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by applicable Law, null and void.
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
Member Transfers. (a) No Member shall be permitted to Transfer all or any portion of its Units, except Transfers made in accordance with the provisions of Section 8.03(b). If, notwithstanding the provisions of this Section 8.03(a), all or any portion of a Member’s Units are Transferred by such Member in violation of this Section 8.03(a), involuntarily, by operation of Law or otherwise, the Transferee of such Units (or portion thereof) shall not be admitted to the Company as a Member nor be entitled to any rights as a Member under this Agreement, and the Transferor will continue to be bound by all obligations under this Agreement. Any attempted or purported Transfer of all or a portion of a Member’s Units in violation of this Section 8.03(a) shall, to the fullest extent permitted by Law, be null and void ab initio and of no force or effect whatsoever. Subject to the restrictions set forth herein, (i) no shares of Class V Common Stock may be Transferred by a Member unless an equal number of Class A Units are Transferred therewith in accordance with this Agreement (including in respect of those Transfers permitted by Section 8.03(b)), and (ii) no Class A Units may be Transferred by a Member holding Class V Common Stock unless an equal number of shares of Class V Common Stock are Transferred therewith in accordance with this Agreement (including in respect of those Transfers permitted by Section 8.03(b)).
Member Transfers. (a) A Member (including the Managing Member) may Transfer all or any portion of its Units (either with or without the corresponding shares of Common Stock), and may permit its Transferees to Transfer all or any portion of the Units Transferred to them (either with or without the corresponding shares of Common Stock), as long as (and in addition to any other requirements of the Member under this Agreement with respect to such Transfer):
Member Transfers. (a) No Member or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case in the Board’s sole discretion. Any such determination in the Board’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by Law, null and void.
Member Transfers. (a) Except as otherwise agreed to in writing between the OpCo Board and the applicable Member and reflected in the books and records of the Company or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the OpCo Board, which consent may be given or withheld, or made subject to such conditions (including the receipt of such legal opinions and other documents that the OpCo Board may require) as are determined by the OpCo Board, in each case in the OpCo Board’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the OpCo Board, in its sole discretion. Any such determination in the OpCo Board’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member Transfers all or a portion of its Common Units to a Transferee in compliance with this Agreement, the Member shall surrender a number of Class B Common Shares to PubCo equal to the number of transferred Common Units, such Class B Common Shares will be immediately cancelled, and PubCo shall issue the same number of Class B Common Shares to such Transferee upon its admittance to the Company as a Member.
Member Transfers. (a) Except as otherwise agreed to in writing between the Manager and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Manager, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Manager may require) as are determined by the Manager, in each case in the Manager’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Manager, in its sole discretion. Any such determination in the Manager’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
Member Transfers. (a) Upon not less than fifteen (15) days advance written notice to the Company and effective as of the first day of the next calendar month, any Member may Transfer any of the Units held by it to any of its Affiliates and such transferee shall become a Member hereunder (an "Affiliate Member"), provided that (i) such transferee shall execute a counterpart of this Agreement, agreeing thereby to be bound by all of the provisions hereof and (ii) in the event that such transferee would at any time thereafter cease to be an Affiliate of the CSK Group or the G-P Group, as the case may be, then the Units so transferred to such former Affiliate shall be Transferred back to CSK or G-P, or an Affiliate of their respective Groups, as applicable, prior to such CSK Group Affiliate or G-P Group Affiliate ceasing to be such (and if such transfer back does not occur prior to the Affiliate ceasing to be such, the transaction which results in the transferee ceasing to be an Affiliate shall be deemed a Transfer which is subject to the restrictions of this Section 7.3).
Member Transfers. Notwithstanding anything to the contrary herein, any member of Manager may assign its rights and obligations under Manager's Operating Agreement to another member of Manager, in whole or in part, without Sprint PCS' consent if such transfer does not result in a "Change in Control" of Manager, as defined in Section 17.15.3(e) of the agreement.
