Transfer of Interests and Withdrawals of Members Sample Clauses

Transfer of Interests and Withdrawals of Members. 6.1. Transfers ---------
Sample 1
AutoNDA by SimpleDocs
Transfer of Interests and Withdrawals of Members. ..21 Section 10.1. Limitations on Transfers of Memberships............................................21
Sample 1
Transfer of Interests and Withdrawals of Members. 6.1 No Transfer or Voluntary Withdrawal. No Member may Transfer all or any portion of his, her or its Interest, directly or indirectly, without the prior written consent of the General Manager (which consent may be granted or withheld in the sole and absolute discretion of the General Manager) and satisfaction of the requirements of Section 6.2. Any Transfer in contravention of this Section 6.1 shall be null and void. No Member shall Voluntarily Withdraw or otherwise resign or retire from the Company without the prior written consent of the General Manager.
Sample 1
Transfer of Interests and Withdrawals of Members. 7.1 TRANSFERS SFC may Transfer all of, or any portion of its interest or rights in, its Membership Rights to one or more Successors No approval of the Members shall be required in connection with a Transfer.
Sample 1
Transfer of Interests and Withdrawals of Members. 5 6.1 TRANSFERS.................................................... 5 6.2 TRANSFER TO A SUCCESSOR...................................... 5
Sample 1
Transfer of Interests and Withdrawals of Members. Transfers. Transfer of Members’ Interests in the Company. Except for a Transfer to a Permitted Transferee, no Person may make a Transfer of all or any portion of any interest or rights in the Person’s Interest without the approval of a majority of the Voting Interests, and any such Transfer is subject to the terms and conditions of this Article VI. The Board, in its sole discretion, may require as a condition to such Transfer that the transferor shall deliver to the Company an opinion of counsel or other evidence (reasonably acceptable in form and substance to the Board) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such Transfer. Any Transfer permitted under this Article VI shall be valid and effective as to the Company and all other Members only when a written instrument of transfer, in form reasonably satisfactory to the other Members is executed and filed with the Company, and payment is made to the Company of its reasonable expenses in connection with the Transfer, provided that the following conditions are met: The Transfer will not require registration of Interests or Membership Rights under any federal or state securities laws; The transferee delivers to the Company a written instrument agreeing to be bound by the terms of this Agreement; The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; and, The transferor or the transferee delivers the following information to the Company: (i) the transferee’s taxpayer identification number; and (ii) the transferee’s initial tax basis in the transferred Interest. Upon satisfaction of the foregoing conditions, the Company may distribute to the transferee (without liability to the transferor) all further amounts due on account of the Interest transferred. A Transfer by a Member of all or any part of his Interest shall not dissolve the Company. Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 6.1 in view of the purposes of the Company and the relationship of the Members. The Transfer of any Membership Rights or Interests in violation of the prohibition contained in this Section 6.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Membership Rights or Interests are attempted to be transferred in violation of this Section 6.1 shall not be entitled to vote on matters coming before the Memb...
Sample 1
Transfer of Interests and Withdrawals of Members 
Sample 1Sample 2Sample 3See All (55)
AutoNDA by SimpleDocs

Related to Transfer of Interests and Withdrawals of Members

  • 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 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 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.

  • 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.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

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